Terms & Conditions
Article 1: General
These general terms and conditions concern the conditions of Groove Digital BV, located in Amsterdam and having its office at Willem Theunisse Blokstraat 395, 1018 PP.
Article 2: Applicability
These terms and conditions apply to all offers and all agreements of Groove Digital BV. The contractual counterparty will hereinafter be referred to as the "Client."
In these conditions, the Client is understood to mean any (legal) person to whom Groove Digital BV directs its offers/quotations, as well as those who direct offers/quotations to Groove Digital BV and those who provide Groove Digital BV with an assignment or those with whom Groove Digital BV enters into an agreement, and furthermore those with whom Groove Digital BV stands in any legal relationship and in addition to these, their representative(s), authorized person(s), legal successor(s), and heir(s).
Parties have the possibility to deviate from these general terms and conditions. These different conditions only form part of the agreement concluded between the parties if and insofar as both parties have expressly agreed to this in writing.
The applicability of any purchasing conditions or other conditions of the Client is explicitly excluded. In these general terms and conditions, "in writing" also means: by email, by fax, or any other means of communication that can be equated with it in view of the state of the art and the prevailing opinions in society.
The Client's acceptance and retention of an offer or order confirmation without comment, referring to these conditions, constitute consent to their application. The possible non-application of a (part of a) provision of these general terms and conditions does not affect the applicability of the other provisions.
Article 3: Conclusion of agreements
If an offer from Groove Digital BV is accepted, the agreement is only concluded after written confirmation from Groove Digital BV, or at the moment Groove Digital BV has commenced the implementation actions with the consent of the Client.
Oral agreements bind Groove Digital BV only after they have been confirmed in writing by Groove Digital BV.
Additions or amendments to the general terms and conditions or other changes or additions to the agreement are only binding after written confirmation by Groove Digital BV.
Article 4: Offers
All offers, quotations, or price quotations from Groove Digital BV are without obligation and automatically expire after a period of 30 days, unless Groove Digital BV does not adhere to the offer and/or quotation and/or price quotation within that period or unless Groove Digital BV indicates otherwise at the time of making the offer, quotation, or price quotation. If a quotation or offer contains a non-binding offer and this offer is accepted by the Client, Groove Digital BV has the right to revoke the offer within 5 working days after receipt of the acceptance.
The prices used by Groove Digital BV as well as the prices stated in the offers, quotations, price 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.
Images and descriptions in offers and on the user's website, brochures, catalogs, drawings, models, color specifications, dimensions, as well as other data or descriptions, are as accurate as possible, but are only indicative. No rights can be derived from this, unless expressly agreed otherwise in writing by the parties.
The images, brochures, catalogs, drawings, etc., mentioned in the previous paragraph of this article, and the intellectual property rights resting thereon, remain the property of Groove Digital BV at all times, unless expressly agreed otherwise in writing by the parties. These must be returned to Groove Digital BV upon its first request. They may not be reproduced or shown to third parties without the written permission of Groove Digital BV.
Quotations do not automatically apply to future orders.
Groove Digital BV cannot be held to its quotations or offers if the Client can reasonably understand that the quotations or offers, or a part thereof, contain an obvious mistake or clerical error.
Article 5: Execution of the agreement
Groove Digital BV will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship. To the extent necessary for the proper performance of the agreement, Groove Digital BV has the right to engage third parties for certain activities.
The Client ensures that all data, which Groove Digital BV indicates is necessary or which the Client reasonably should understand is necessary for the execution of the agreement, are provided to Groove Digital BV in a timely manner. If the data required for the execution of the agreement is not provided to Groove Digital BV in a timely manner, Groove Digital BV has the right to suspend the execution of the agreement or to charge the Client for the additional costs resulting from the delay at the usual rates.
Groove Digital BV is not liable for any damage of any kind, caused by Groove Digital BV relying on incorrect or incomplete data provided by the Client unless this inaccuracy or incompleteness should have been known to Groove Digital BV.
If, in the context of the assignment, work is carried out by Groove Digital BV or by third parties engaged by Groove Digital BV at the location of the Client or a location designated by the Client, the Client shall provide, free of charge, the facilities desired by those employees.
The Client indemnifies Groove Digital BV against any claims from third parties who suffer damage in connection with the performance of the agreement and whose cause is attributable to causes other than Groove Digital BV. If Groove Digital BV is held liable by third parties for this reason, the Client is obliged to assist Groove Digital BV both out of court and in court and immediately do everything that may be expected of the Client in that case. If the Client fails to take adequate measures, Groove Digital BV is entitled to do so without notice of default. All costs and damages incurred by Groove Digital BV and third parties as a result thereof are fully borne by the Client.
Article 6: Specific provisions regarding Search Engine Advertising ("SEA") and Search Engine Optimization ("SEO")
The Client grants Groove Digital BV an exclusive authority for the duration of the agreement to perform SEO activities and conduct SEA campaigns related to the search engines and websites as specifically designated in writing. "SEA campaigns" in this context refer to advertising campaigns via advertising platforms such as Google AdWords and Bing Ads. "SEO activities" in this context refer to all advisory and/or executive activities aimed at improving the (technical) structure of the Client's website(s) and all related activities aimed at improving the authority or relevance assigned to the website(s) by search engines based on (link) referrals on third-party websites (also known as "link building" or "authority building"). The Client grants Groove Digital BV an exclusive power of attorney to perform all actions that Groove Digital BV deems necessary in setting up and managing SEA campaigns and conducting SEO activities. If SEA and SEO-related activities are carried out by third parties for the Client, the Client must inform Groove Digital BV in a timely manner. Groove Digital BV will make every effort to achieve optimal positioning in the agreed-upon search engines, but does not commit to achieving any specific result, in line with the guidelines established by the search engines. All statements made by Groove Digital BV regarding the potential results of SEO activities are therefore indicative in nature. The Client cannot derive any rights from these statements. The Client also acknowledges that the success of SEO activities depends on the extent to which the recommended actions and/or changes to the Client's website(s) are implemented by Groove Digital BV, and is willing to implement the recommendations to the best of its ability and within a reasonable period after delivery. The costs charged by the search engines related to SEA campaigns should generally be paid directly by the Client to the respective advertising platform, without the involvement of Groove Digital BV. Groove Digital BV cannot be held responsible for the consequences of payment delays and deficits by the Client. Groove Digital BV undertakes to comply with the guidelines set out in the "Search Engine Marketing Code of Conduct" issued by the IAB industry association. This code of conduct can be found at www.iab.nl. In turn, the Client must comply with the general terms and conditions, specific regulations, and editorial guidelines set by search engines for advertisers and website owners. Groove Digital BV is not responsible for the consequences of the Client's violation of these regulations.
Article 7: Specific provisions regarding Digital Analytics and Conversion Optimization
Groove Digital BV will make every effort to ensure the data quality and integrity regarding the data collected on the Client's website(s). However, the Client is responsible for the correct technical implementation of the software and/or tools through which this data is collected on its own website, whether based on advice provided by Groove Digital BV or not. Analysis and reporting of findings and recommendations by Groove Digital BV to the Client will take place according to the frequency and format specified in the quotation, project proposal, or agreement underlying the cooperation. If no reporting method is specified, reporting will be done in Dutch and/or English and in accordance with professional standards, with a frequency of at least once per month. If no reporting medium is agreed upon, the Contractor determines the medium used for this purpose. Analysis and reporting of findings and recommendations by Groove Digital BV to the Client are based on the software and/or tools used by the Client for web analysis. The definitions for metrics or Key Performance Indicators (KPIs) used by the respective software and/or tools are decisive. If Groove Digital BV deviates from this definition at any time, it must clearly specify this to the Client in the relevant report, quotation, project proposal, or agreement underlying the cooperation. Groove Digital BV undertakes to retain the results of the analysis and any previous analyses and resulting reports for at least six months, unless a different period is necessary due to legal regulations or the purpose of the analysis. The Client has the option to shorten or extend the retention period upon request. Storage of data, analyses, and/or dashboards gathered by Groove Digital BV regarding work performed for the Client takes place within Groove Digital BV's secure corporate network. Groove Digital BV reserves the right to permanently delete Client data from its corporate network or destroy it after the expiration of the 6-month retention period or earlier if deemed necessary by the Client. Groove Digital BV subscribes to the "Quality Standard Digital Analytics" issued by the MOA, insofar as it relates to data examination within the "passive domain." This quality standard can be found at www.moaweb.nl.
Article 8: Specific provisions regarding display advertising, Social Media Advertising, and Digital Out of Home
The Client warrants and will confirm in writing upon first request by Groove Digital BV that: advertising material provided by the Client or third parties engaged by the Client is prepared in accordance with IAB standards, free of technical defects, and 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 Groove Digital BV in a timely and complete manner, and the Client will provide
all other assistance reasonably necessary for the performance of an Agreement; the 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 comply with them; the Client will always provide an exclusive (not used for other purposes) traceable link to the landing page of a website or other exclusive connection through the applicable performance measurement system; during the term of an Agreement, the Client will not change, obscure, or delete the measurement systems or provided usernames and passwords used to monitor the results, will keep them carefully, not make them available to third parties, secure them against any form of unauthorized use, and in case of any unauthorized use or at the first request of Groove Digital BV, will immediately take all measures necessary to stop such use; the Client indemnifies Groove Digital BV against any claims from third parties against Groove Digital BV in case of breach by the Client of the aforementioned obligations. The Client is aware that Groove Digital BV may use third-party software for the execution of the agreement and agrees to the terms and conditions associated with the use of this 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 Groove Digital BV agreeing to the performance of services; for the calculation of the agreed compensation, Groove Digital BV's administration and measurement systems are leading, unless the Client's measurement systems result in a higher calculation. In that case, the due compensation will be calculated based on reasonably estimated measurement results; the Client is obliged to immediately remove the placed tags or "tracking code" immediately after termination of an Agreement for any reason, both on its own websites and on any third-party websites where these tags are placed, except for tags belonging to the Client. If the Client uses Groove Digital BV's (user) licenses to purchase media itself, the Client accepts full responsibility for the execution and financial consequences. Written instructions from Groove Digital BV must be strictly followed by the Client but do not entirely or partially exempt the Client from ultimate responsibility. All direct or indirect damages suffered by Groove Digital BV as a result of the Client's execution will be fully reimbursed. The Client will ensure that payments to Groove Digital BV are made in accordance with the agreed payment schedule and/or payment terms. Any delay in complying with the agreed payment terms gives Groove Digital BV the right, without any prior written notice, to terminate the Agreement and temporarily or permanently suspend the execution. Groove Digital BV is in no way responsible for the potential consequences of this termination or suspension of execution.
Article 9: Amendment of agreement
If it becomes apparent during the execution of the agreement that it is necessary to change or supplement the work to be performed in order to ensure proper execution, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation. If the parties agree to amend or supplement the agreement, this may affect the completion time of the execution. Groove Digital BV will inform the Client of this as soon as possible. If the amendment or addition to the agreement will have financial consequences, Groove Digital BV will inform the Client in advance. If a fixed fee has been agreed upon, Groove Digital BV will indicate to what extent the amendment or addition to the agreement will result in exceeding this fee.
Article 10: Contract duration and execution period
Agreements are entered into for a fixed period of 12 months unless otherwise agreed in writing by the parties. After the initial contract period, agreements are automatically extended for the same duration. Specified deadlines for the completion of an assignment can never be considered as strict deadlines, unless expressly agreed otherwise in writing by the parties. If Groove Digital BV fails to fulfill its obligations under the agreement or does so not timely, it must therefore be notified in writing of default. If Groove Digital BV expects not to be able to fulfill its obligations within the specified period, it will inform the Client as soon as possible. Groove Digital BV is authorized to request advance payment or security from the Client regarding the fulfillment of the Client's financial obligations before providing the services. Exceeding a delivery period as referred to in Article 9.2 of this article does not qualify as a attributable failure by Groove Digital BV and does not justify the termination of the agreement by the Client, nor does it mean that Groove Digital BV is liable for any damages suffered by the Client as a result of the actual longer delivery period.
Article 11: Progress agreement
Groove Digital BV cannot be obliged to commence the execution of the assignment until it has received all necessary data and has received the agreed (instalment) payment, if any. In case of resulting delays, the specified delivery periods and agreed contract duration shall be adjusted proportionally, and Groove Digital BV is entitled to suspend work, without prejudice to the Client's obligation to fulfill its (payment) obligations.If the provision of services cannot proceed normally or without interruption due to reasons beyond the control of Groove Digital BV, Groove Digital BV is entitled to charge the resulting costs to the Client.
Article 12: Equipment, software
The Client must ensure, at their own risk, adequate equipment and other facilities providing access to a network through which they can receive the services provided by Groove Digital BV. Communication costs incurred in this context are borne by the Client.
Article 13: Fee
Groove Digital BV and the Client may agree on a fixed fee for the work to be carried out, or determine the fee based on the actual hours spent afterwards. The parties shall further document the amount of the fixed fee or the applicable hourly rate in writing.In addition, the parties may agree to partially link the fee to the result of the assignment. This can only be done if the exact details are agreed upon in writing. If the fee has not been documented in writing, Groove Digital BV is authorized to determine it based on its usual (hourly) rates applicable during the period in which the work has been performed. As of January 1, 2018, the usual (hourly) rates are as follows:For agreements lasting more than two months, the fee due may be invoiced monthly. The prices and/or hourly rates are periodically revised (principally on January 1 and/or July 1) based on wage and inflation figures, but only result in adjustment of the agreed fee with the Client after the expiration of the initial contract term in the case of a fixed-term agreement, or a minimum period of 12 months for indefinite-term agreements.Media expenditures (also "media purchase costs") are generally paid directly by the Client to the respective advertising platform (e.g., Google AdWords or Facebook).
Article 14: Confidentiality
Both parties are obligated to confidentiality regarding all confidential information obtained from each other or from other sources in the context of the agreement. Information is considered confidential if it has been disclosed by the other party or if it arises from the nature of the information.The Client shall not copy or otherwise provide confidential information to third parties without prior written consent from Groove Digital BV. The Client shall not use the confidential information for any purpose other than that for which it was provided by Groove Digital BV and shall not apply it in any other manner than indicated by Groove Digital BV. The Client shall not make changes to documents or materials containing confidential information from Groove Digital BV.The Client is obliged to bind its employees, agents, and subcontractors who necessarily become aware of the confidential information, to the same confidentiality obligations as the Client, prior to obtaining confidential information. In case of breach of one or more obligations under this article, the Client shall owe Groove Digital BV an immediately payable penalty of €5,000.00 per violation per day that a violation continues. This penalty does not prejudice Groove Digital BV's right to full compensation according to the law. The provisions of this article remain in effect even after termination or dissolution of the agreement.
Article 15: Complaints
Complaints about the work performed must be submitted by the Client within 15 days of discovery, but no later than 30 days after completion of the relevant work, in writing to Groove Digital BV, 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 defect as possible so that Groove Digital BV can respond adequately.If a complaint is justified, Groove Digital BV will perform the work as agreed, unless it has become demonstrably futile for the Client. The latter must be communicated to Groove Digital BV in writing. If it is no longer possible or meaningful to perform the agreed work, Groove Digital BV shall only be liable within the limits of article 16. Filing a complaint shall never suspend the Client's payment obligations. If a complaint is reported later than the stipulated period, the Client shall no longer be entitled to have the complaint handled or compensated.If it is established that a complaint is unfounded, the costs incurred thereby, including investigation costs, on the part of Groove Digital BV shall be fully borne by the Client.
Article 16: Intellectual Property
All copyrights and other intellectual property rights relating to the services provided by Groove Digital BV shall belong to Groove Digital BV. The Client acknowledges these rights and shall refrain from any infringement. All copyrights and other intellectual property rights relating to, inter alia, but not limited to, Google AdWords, Google Analytics, and similar online accounts, shall be transferred to the Client "free of charge" upon Groove Digital BV's first written request, but only if and when the Client has fulfilled its (payment) obligations. All copyrights and other intellectual property rights relating to the (online) tools and/or software provided by Groove Digital BV to the Client shall belong solely to the respective owners; the Client shall only obtain the right to use them in accordance with the specific applicable terms of use, which the Client is deemed to be aware of. All documents provided by Groove Digital BV are intended solely for use by the Client. The Client is not permitted to disclose or reproduce information obtained from Groove Digital BV in any form, unless such disclosure is permitted in writing by Groove Digital BV. All documents provided by Groove Digital BV for project fulfillment remain the property of Groove Digital BV. After termination or termination of the contract, Groove Digital BV may request the Client to destroy or return these documents. The Client indemnifies Groove Digital BV against any claims by third parties relating to intellectual property rights in the information and documents provided to Groove Digital BV by the Client for the execution of the agreement. Groove Digital BV reserves the right to use the knowledge acquired during the performance of the work for other purposes, provided that no confidential information of the Client is disclosed to third parties.
Article 17: Liability
The Client is responsible for the accuracy and completeness of the data provided to Groove Digital BV in connection with the conclusion and execution of the agreement, and shall promptly notify Groove Digital BV in writing of any changes to the data provided. Groove Digital BV shall not be liable for claims by the Client and/or third parties arising from or related to incorrect and/or incomplete data provided by the Client to Groove Digital BV or changes to the data provided by the Client not promptly notified to Groove Digital BV. Any liability of Groove Digital BV as well as its employees and persons engaged by Groove Digital BV in the execution of the assignment is limited to the amount paid out under the professional/business liability insurance of Groove Digital BV in the relevant case, including the deductible borne by Groove Digital BV. If the professional/business liability insurance of Groove Digital BV referred to in Article 16.2 does not provide coverage in a specific case, the liability of Groove Digital BV as well as its employees and persons engaged by Groove Digital BV in the execution of the assignment is limited to a maximum of the total of the fees received by Groove Digital BV over the three months preceding the event causing the damage. This limitation of liability applies per year, regardless of the number of events causing damage
. The Client indemnifies Groove Digital BV against any claims by third parties that suffer damage in connection with the execution of the agreement and whose cause is attributable to the Client. Groove Digital BV shall not be liable for any damage suffered by the Client or third parties as a result of incorrect, incomplete, or untimely information provided by the Client. Groove Digital BV shall not be liable for any damage resulting from errors in software or other computer programs used by Groove Digital BV. Groove Digital BV shall not be liable for any damage resulting from the fact that messages (emails) sent by the Client to Groove Digital BV have not been received by Groove Digital BV. Groove Digital BV's liability for indirect damage is excluded. Indirect damage is understood to mean all damage that is not direct damage, including but not limited to consequential damage, loss of profit, missed savings, reduced goodwill, business interruption damage, damage resulting from failure to determine marketing objectives, damage related to the use of data or data files prescribed by the Client, or loss, mutilation, or destruction of data or data files. Groove Digital BV shall not be liable for damage, loss, or destruction of objects, materials, image or word data in any form provided by or on behalf of the Client or produced by third parties at the request of the Client. Advice provided by Groove Digital BV constitutes best efforts and not guarantees of results. Guarantees of results are not deemed to have been provided when providing advice. Groove Digital BV is therefore not liable for the results of advice provided. Groove Digital BV accepts no liability for loss or alteration of data provided via digital storage media or email. The Client or the third parties engaged by them must always verify this data for accuracy and completeness. Groove Digital BV accepts no liability for the content of the websites or multimedia productions it has created. Groove Digital BV accepts no liability for the possible presence of viruses on the information carriers supplied by it or on data or software supplied or downloaded via the internet. The Client must always check the supplied information carriers, data, or software for the presence of viruses. Groove Digital BV accepts no liability for the accuracy of the information available or the proper functioning of the software provided, nor for the consequences thereof. Unless performance by Groove Digital BV is permanently impossible, Groove Digital BV's liability for attributable failure to perform the Agreement arises only if the Client immediately notifies Groove Digital BV in writing of the default, specifying a reasonable period for remedying the default, and Groove Digital BV remains in default of its obligations after that period. The notice of default must contain as complete and detailed a description of the default as possible, so that Groove Digital BV is given the opportunity to respond adequately. Any claim for damages by the Client against Groove Digital BV that has not been specified and explicitly reported shall lapse by the mere lapse of twelve (12) months after the occurrence of the claim. The exclusions and limitations of liability referred to in this article shall lapse if and insofar as the damage is the result of intent or willful recklessness on the part of Groove Digital BV or its management.
Article 18: Payment
Payment must be made within 14 days of the invoice date, in the manner specified by Groove Digital BV in the currency in which it is invoiced. Objections to the amount of the invoices do not suspend the payment obligation. Unless otherwise agreed, 40% of the invoice shall be invoiced in advance for large-scale projects and 60% upon completion of the project, regardless of whether any work remains outstanding. For a website on installment, the installment shall be collected monthly by SEPA direct debit. For website maintenance, package costs shall be collected by SEPA direct debit. If a direct debit is rejected, a fee of €10 per rejected direct debit shall be charged. The Client shall make the payments due to Groove Digital BV without deduction or set-off, except for set-off against offsettable advances provided to Groove Digital BV in connection with the Agreement. The Client is not entitled to suspend payment of invoices for work already performed. If the Client fails to pay the invoices within the stipulated payment term, the Client shall owe Groove Digital BV, in addition to the amount due, interest at a rate equal to the statutory (commercial) interest plus 2% (two percent) per month. In the event of liquidation, bankruptcy, attachment, or suspension of payments of the Client, Groove Digital BV's claims against the Client shall become immediately due and payable. Groove Digital BV shall have the right to apply payments made by the Client, first to cover costs, then to cover outstanding interest, and finally to cover the principal and current interest. Groove Digital BV may refuse an offer of payment without being in default if the Client designates a different order for allocation. Groove Digital BV may refuse full repayment of the principal if the outstanding and current interest as well as the costs are not also paid.
Article 19: Collection costs
If the Client is in default with one or more of its obligations towards Groove Digital BV, all costs incurred to obtain satisfaction out of court, such as for reminders, summonses, including the actual attorney's fees and bailiff's costs, shall be borne by the Client. These costs shall amount to at least 15% (fifteen percent) of the total of the outstanding invoice amount not paid within the payment term. If Groove Digital BV can demonstrate that higher costs have been incurred than the aforementioned percentages, the Client shall also owe Groove Digital BV the excess. The Client shall also owe Groove Digital BV all costs incurred by Groove Digital BV, including but not limited to actual attorney's fees, court costs, associated with conducting a legal proceeding, in all instances, unless such costs are unreasonably high in view of the prevailing and customary rates of, for example, attorneys, and unless Groove Digital BV has been found to be in the wrong in a legal proceeding by an irrevocable judgment.
Article 20: Communication
In the event the Client has sent any digital message to Groove Digital BV, the Client may only rely on the fact that this message has reached Groove Digital BV if the Client has received confirmation of receipt thereof, other than an automatic acknowledgment of receipt. General, whether or not on the Internet, whether or not at the request of the Client, information provided by Groove Digital BV is not binding and is never considered advice given by Groove Digital BV in the context of an assignment given to it, unless expressly stated otherwise by Groove Digital BV or it concerns advice tailored to the personal situation of the Client. Until the Client has notified Groove Digital BV of a change of address, Groove Digital BV may assume that the Client can be reached at the address provided by the Client at the start of the assignment, including his email address.
Article 21: Retention of Title
Groove Digital BV retains ownership of the goods delivered and to be delivered within the framework of the agreement until the moment the Client has fulfilled its related payment obligations towards Groove Digital BV. These payment obligations consist of paying the agreed price, plus all claims for work performed related to the agreement, as well as claims for any damages due to failure to fulfill obligations on the part of the Client.
The goods falling under the retention of title may only be resold by the Client in the normal course of business. In the event Groove Digital BV invokes the retention of title, the agreement concluded for this purpose shall be considered dissolved, without prejudice to Groove Digital BV's right to claim compensation for damages, loss of profit, and interest.
The Client is obliged to immediately inform Groove Digital BV in writing if third parties assert rights to goods subject to retention of title under this article.
Article 22: Discontinuation of Use
Groove Digital BV has the right to (temporarily) discontinue the use of delivered products and/or services and/or restrict their use if the Client fails to fulfill an obligation towards Groove Digital BV under the agreement or acts in violation of the general terms and conditions. The obligation to pay the amounts due remains in effect during the discontinuation of use.
Groove Digital BV activates the product and its service once the Client has fulfilled its obligation and paid the specified amount for the product or service.
Article 23: Return of Provided Items
If Groove Digital BV has provided items to the Client in the execution of the assignment, the Client is obliged to return the delivered items to Groove Digital BV within 14 days upon request, in their original condition, free from defects, and complete. If the Client fails to fulfill this obligation, all resulting costs shall be borne by the Client.
If, for any reason, after a corresponding reminder, the Client still fails to fulfill the obligation mentioned in point 1, Groove Digital BV has the right to recover the resulting damages and costs, including the costs of replacement, from the Client.
Article 24: Force Majeure
In case of force majeure, Groove Digital BV is entitled, without judicial intervention, either to suspend the execution of the agreement or to dissolve the agreement, without being obliged to pay any compensation. If the force majeure situation occurs when the agreement has been partially executed, the Client is obliged to fulfill its obligations towards Groove Digital BV up to that moment. All costs incurred by Groove Digital BV up to that point shall become immediately due and payable.
Circumstances constituting force majeure shall include, among others: war, riots, mobilization, domestic and foreign unrest, government measures, strikes and worker exclusions, disruption of currency relations existing at the time the agreement was concluded, weather conditions, business disruptions due to fire, accidents, or other incidents and natural phenomena, whether these circumstances occur at Groove Digital BV, its suppliers, or third parties engaged by it for the performance of the commitment.
Article 25: Suspension, Termination, and Dissolution
Groove Digital BV is authorized to terminate the agreement in writing at any time.
In agreements with a term of 12 months or less, the Client may terminate the agreement prematurely with a notice period of 2 calendar months. In agreements with a term of more than 12 months or for an indefinite period, the Client must observe a notice period of 3 calendar months. If a fixed-term agreement is terminated prematurely by the Client, Groove Digital BV is entitled to compensation for the resulting and demonstrable loss of occupancy to the amount of 50% of the regular fee calculated over the remaining original term of the agreement, unless there are facts and circumstances underlying the termination that can be attributed to Groove Digital BV and the applicable (complaints) procedure has been followed by the Client. Furthermore, the Client is obliged to pay the invoices for work performed up to that point. The provisional results of the work performed up to that point will then also be made available to the Client subject to reservation.
Groove Digital BV is authorized to suspend the performance of obligations or to dissolve the agreement if: the Client fails to fulfill, not fully or not timely, the obligations under the agreement; circumstances have become known to Groove Digital BV after the conclusion of the agreement that give good reason to fear that the Client will not fulfill its obligations; the Client was requested to provide security for the fulfillment of its obligations under the agreement upon conclusion of the agreement and this security is not provided or is insufficient; if due to the delay on the part of the Client, it can no longer be expected of Groove Digital BV that it will fulfill the agreement under the originally agreed conditions, Groove Digital BV is entitled to dissolve the agreement.
Furthermore, Groove Digital BV is authorized to dissolve the agreement if circumstances arise that are of such a nature that fulfillment of the agreement is impossible or if circumstances otherwise arise that are of such a nature that unaltered maintenance of the agreement cannot reasonably be expected of Groove Digital BV.
If the agreement is dissolved, Groove Digital BV's claims against the Client become immediately due and payable. If Groove Digital BV suspends the performance or dissolves the agreement, it retains its rights under the law and the agreement.
If Groove Digital BV proceeds to suspend or dissolve, it is in no way obliged to compensate for any damages and costs incurred thereby. If the dissolution is attributable to the Client, Groove Digital BV is entitled to compensation for the damages, including the costs, incurred thereby directly and indirectly.
If the Client fails to fulfill its obligations arising from the agreement and this non-fulfillment justifies dissolution, then Groove Digital BV is entitled to dissolve the agreement immediately and with immediate effect without any obligation on its part to pay any damages or compensation, whereas the Client, due to non-performance, is obliged to pay damages or compensation.
If the agreement is terminated prematurely by Groove Digital BV, Groove Digital BV will, in consultation with the Client, arrange for the transfer of work still to be performed to third parties. This unless the termination is attributable to the Client. If the transfer of the work entails additional costs for Groove Digital BV, these will be charged to the Client. The Client is obliged to pay these costs within the specified period, unless Groove Digital BV indicates otherwise.
In case of liquidation, (application for) suspension of payments or bankruptcy, seizure - if and insofar as the seizure has not been lifted within three months - at the expense of the Client, debt rescheduling, or any other circumstance as a result of which the Client can no longer freely dispose of its assets, Groove Digital BV is 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. In that case, Groove Digital BV's claims against the Client are immediately due and payable.
If the Client cancels an order placed in full or in part, the goods ordered or prepared for this purpose, increased by any costs already incurred, the loss of profit thereof, and the working time reserved for the execution of the agreement, will be invoiced in full to the Client.
If a Client wishes to make changes to the execution of a project or assignment provided by Groove Digital BV, Groove Digital BV is not obligated to comply. Groove Digital BV then has the right to cancel the assignment. In that case, the Client is liable for the damages
suffered by Groove Digital BV, including loss of profit and incurred costs.
Websites built by Groove Digital BV may only be managed by Groove Digital BV unless otherwise agreed.
For websites built by Groove Digital BV, Groove Digital BV determines where the website is hosted unless otherwise agreed.
For websites built by Groove Digital BV, the domains are registered under the management of Groove Digital BV and at the registrar determined by Groove Digital BV.
To transfer a website from Groove Digital BV, a fee of €250 will be charged.
Groove Digital BV may put a note in the footer of websites built by Groove Digital BV, such as "built by Groove Digital BV", with a link to the Groove Digital BV website.
Article 26: Recruitment of Personnel
During the collaboration with Groove Digital BV and for a period of 12 months thereafter, the Client is not allowed to recruit or hire (former) employees of Groove Digital BV or to assign them freelance or independent tasks without prior written approval by the management of Groove Digital BV. In case of violation of the provisions of this article, the Client shall owe Groove Digital BV an immediately payable fine of €25,000 plus €2,500.00 per day that the violation continues. This fine does not affect Groove Digital BV's right to full compensation in accordance with the law.
Article 27: Dispute Resolution and Applicable Law
Contrary to the statutory rules governing the jurisdiction of the civil court, any dispute between Groove Digital BV and the Client, if 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, Groove Digital BV retains the right to summon the Client before the competent court according to the law or the applicable international treaty.
Dutch law shall exclusively apply to every agreement between Groove Digital BV and the Client.
If a version of these terms and conditions in a language other than Dutch applies to the agreement between Groove Digital BV and the Client, the interpretation of the provisions shall be determined by what is intended in the Dutch text. This means that as much as possible, the interpretation of the wording of the provisions of these terms and conditions must be based on what is intended in the Dutch text, with the parties agreeing that there must be the most grammatical interpretation possible of the wording of the provisions of these terms and conditions.
Article 28: Amendment of Conditions
Groove Digital BV is authorized to make changes to these terms and conditions. These changes shall enter into force at the announced time of entry into force and after the amended conditions have been sent, electronically or otherwise, by Groove Digital BV to the Client.