General Terms and Conditions

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Article 1: Definitions

1.1 "Instructing Party": any (legal) person having concluded or wishing to conclude a contract with LaComunidad BV, as well as its/his representative(s), delegate(s), mandatory (or mandatories) and heir(s).
1.2 "Service Provider": The private limited company LaComunidad BV.

Article 2: Applicability

2.1 The present general terms and conditions are applicable to all offers, proposals, agreements, contracts, deliveries and other activities performed by or in the name of the Service Provider.
2.2 The present terms and conditions are also applicable to all agreements pertaining to the execution of tasks by third parties hired by the Service Provider to perform them.
2.3 The applicability of the Instructing Party's general terms and conditions is explicitly excluded.
2.4 In the event that one of the clauses of the general terms and conditions is proven void, the enforceability of the entire agreement will remain intact. The Service Provider will then have the right to substitute the void clause by a clause - reasonably deemed acceptable by the Instructing Party - that will approximate the void clause as much as possible.

Article 3: Offers

3.1 All of the Service Provider's offers are without commitment, unless and to the extent that the Service Provider has explicitly mentioned so otherwise in writing.
3.2 All offers stand for 14 days, unless otherwise indicated. The Service Provider is only bound to the offer if the other party accepts it in writing within 14 days. If the other party accepts the offer after the 14-day term, the Service Provider has the right to change the completion deadline or the rates. The rates mentioned in the aforementioned offers (and proposals) are exclusive of VAT, unless otherwise specified.
The applicable prices are adapted periodically (in principle each January 1st and July 1st) according to fluctuations on the level of wages and rates.
3.3 All specifications given by the Service Provider in terms of amounts, possibilities and prices have been scrupulously prepared. The Service Provider may however not rule out possible mistakes and thus offers no guarantee whatsoever in this matter.

Article 4: Extra work

4.1 The Service Provider is entitled to adapt the price of performed services in the event of changes in the approved functional design, project proposal or offer, including but not limited to the design, the functionality, the realisation, the method, the size, the analysis and/or the reporting that will take place in concertation with or at the request of the Instructing Party. The Service Provider is not obliged to apply the contingent adaptations, additions and/or corrections.
4.2 The Service Provider is entitled to invoice the extra additions, tests, discussions and/or versions that are performed at the Instructing Party's request.

Article 5: Execution

5.1 The Service Provider will execute the agreement to the best of his abilities and according to the rules of good craftsmanship. The Service Provider will strive to perform his tasks adequately. The Service Provider can however not guarantee that the services will always achieve the results intended by the Instructing Party.
5.2 The Service Provider is entitled to delegate certain tasks to third parties.
5.3 The Instructing Party will make sure that all data, which are indicated as indispensable by the Service Provider or for which the Instructing Party should reasonably understand that they are necessary for the execution of the agreement, are provided to the Service Provider in time. The Instructing Party is responsible for the accuracy and completeness of the data it provided.
If the data, which are necessary for the execution of the agreement, are not provided to the Service Provider in time, the Service Provider has the right to terminate the agreement and/or charge extra costs due to the delay according to his usual rates to the Instructing Party.
5.4 The Instructing Party guarantees to the Service Provider that the content of the material that is to be made public or duplicated is not against the law, doesn't violate the rights of third parties or Dutch national laws or other applicable laws and rules and that it doesn‘t infringe the Dutch Advertising Rules and other possible specific advertising rules that are of application from time to time.
With regard to the violation of intellectual property rights of third parties, the Instructing Party is only accountable for the texts, images and other data provided by it or in its name. The Service Provider is entitled to refuse an assignment or terminate an agreement if, according to the Service Provider’s judgement, the provided material does not meet these requirements or if there is any reasonable doubt.
5.5 If it has been agreed that the contract will be executed in several phases, the Service Provider can suspend the execution of the elements pertaining to the next phase until the Instructing Party has approved the results of the preceding phase in writing as well as paid the related invoices.

Article 6: Completion

6.1 If, within the term of the contract, a completion deadline has been agreed upon, this will only have a directive and never a compulsory nature, unless this has been explicitly agreed on in writing.
6.2 If the Service Provider expects not to be able to make a deadline, the Service Provider will notify the Instructing Party as soon as possible.

Article 7: Reporting

7.1 Reporting will take place in compliance with the project proposal, the offer or the agreement. If no reporting method has been specified in the functional design, reporting will be performed in Dutch and in compliance with the rules of good craftsmanship.
If no reporting medium has been agreed upon, the Service Provider will decide which medium will be used.

Article 8: Modifications

8.1 In the event that, during the execution of the agreement, modification or expansion of the tasks to be performed imposes itself in order to achieve a satisfactory execution, the parties will modify the contract accordingly in time and after mutual concertation.
8.2 If the parties agree that the contract is to be modified or expanded, the completion term may be affected. The Service Provider will thus notify the Instructing Party of this eventuality as soon as possible.
8.3 If the modifications or expansions of the contract entail consequences of a financial and/or qualitative nature, the Service Provider will be entitled to charge the related costs to the Instructing Party. In that event, the Service Provider will notify the Instructing Party in advance.
8.4 If a fixed fee has been agreed upon, the Service Provider will indicate to what extent the modification or expansion of the contract would imply a mark-up of this fee.
8.5 By way of derogation from clause 3, the Service Provider will not charge any extra costs if the modification or expansion is the result of circumstances ascribable to him.

Article 9: Confidentiality

9.1 The parties are obliged to respect the confidential nature of all confidential information, concepts, formats or ideas that have been disclosed to them in the frame of the contract, by the other party or by another source, regardless of whether they were communicated in written or oral form and whoever they belong to. Information is deemed confidential if it has been identified as such by the other party or if its nature implies confidentiality. Concepts, formats and ideas are to be considered confidential at all times.
9.2 The Service Provider reserves the right to use the name of the Instructing Party by way of reference and to disclose it in that frame.
9.3 The (personal) information provided to the Service Provider through the Service Provider‘s sites, are treated confidentially. The provided information is stored in a file. This information is not made available to third parties.

Article 10: Exclusivity

10.1 The Instructing Party concedes to the Service Provider, for the duration of the contract and to the extent of the agreement, the exclusive right to fulfil the assignment.

Article 11: Intellectual property rights

11.1 The authors' rights and other intellectual property rights, which are related to the services delivered by the Service Provider and to all the material developed and/or made accessible by the Service Provider in the frame of the agreement, belong to the Service Provider. The Instructing Party acknowledges these rights and will refrain from infringing them in any way.
11.2 All items provided by the Service Provider, as there are (digital) reports, concepts, monitors, checklists, instructions, formats, sales guides, designs, sketches, software, applications, introductory pages etc., are exclusively meant to be used by the Instructing Party. The Instructing Party isn't entitled to disclose the information given to it by the Service Provider and/or multiply it in any way, including but not limited to selling it, adapting it, making it available, disseminating it and integrating it in networks (with or without having performed prior adaptations), unless such a disclosure and/or multiplication has been authorized in writing and in advance by the Service Provider and/or unless such a disclosure and/or multiplication is the natural consequence of the nature or the objective of the agreement with the Service Provider.
11.3 All the items provided by the Service Provider in order to fulfil his tasks (like e.g. documents, reports and optimized pages) will remain the property of the Service Provider. After the completion or the termination of the contract, the Service Provider may request the Instructing Party to remove from its website or give back the documents, reports, delivered optimized pages and instructions.
11.4 The Service Provider reserves the right to use the knowledge he has acquired for the execution of the tasks for other purposes, in so far as no confidential information belonging to the Instructing Party is disclosed to third parties.
11.5 The Instructing Party indemnifies the Service Provider of all third party claims on intellectual property rights related to the disclosure and/or multiplication of the texts, images or other data provided to the Service Provider by or in the name of the Instructing Party.
The parties acknowledge that digital images of networks belonging to third parties do not belong to the Instructing Party, except if this can be proven by the Instructing Party.

Article 12: Term of the contract and termination

12.1 The contract is concluded for an indeterminate duration, unless otherwise agreed on explicitly and in writing by both parties.
12.2 A fixed-term contract cannot be terminated prematurely.
12.3 The Service Provider also has the right to immediately terminate the contract:
A) in case of bankruptcy or composition of the Instructing Party;
B) if the Instructing Party neglected to perform its obligations in the frame of the contract.

Article 13: Fees

13.1 All prices and estimations are exclusive of VAT, unless if specified otherwise.
13.2 If no fixed fee has been agreed on, the fee will be calculated according to the effectively worked hours. The fee is calculated according to the Service Provider's usual hourly rates that apply during the period during which the work has been performed, unless different hourly rates have been agreed on.
13.3 For assignments that run for more than three months, the performed work or delivered services will be invoiced on a monthly basis.
13.4 Rates are based on - among other things - the circumstances at the time of the assignment, the proposal or the agreement, as there are: wages, social security and fiscal charges, taxes, insurance premiums etc. If, after the consolidation of the agreement or the order of the assignment and before the completion of the service or delivery, changes should occur in this or other price-determining factors, the Service Provider is entitled to adapt his rates and to invoice them to the Instructing Party if at least 3 months have passed since the contract's coming into effect.

Article 14: Payment

14.1 Payment should occur within 14 days starting from the invoice date, according to the method requested by the Service Provider and in the currency mentioned on the invoice, without any discount or rebate. The Instructing Party isn't entitled to any compensation or suspension.
14.2 After the expiry of this compulsory payment deadline of 14 days starting from the invoice date, the Instructing Party is considered in breach without the need for former notice; as from the start of the breach, the Instructing Party is liable to pay a monthly interest of 1%, unless the legally enforceable interest is higher, in which case the legally enforceable interest will be applied.
14.3 In the event of liquidation, bankruptcy or composition, the claims of the Service Provider and the obligations of the Instructing Party toward the Service Provider will be immediately enforceable.
14.4 The payments performed by the Instructing Party always cover all owed interests and costs in the first place and, in the second place, cover the longest standing unpaid enforceable invoices, even if the Instructing Party mentions that the payment pertains to an invoice from a later date.
14.5 The sum stated on the invoice will be deemed accepted by the Instructing Party if it hasn't given a notice of protest within 8 after the invoice date.
14.6 If the Instructing Party is in breach or fails to fulfil one or several of its obligations, all the reasonable costs incurred in order to obtain satisfaction (be it through court or not) will be at the expense of the Instructing Party. The Service Provider is entitled to invoice extrajudicial collection costs amounting to 15% of the unpaid sum, with a minimum of 250 euros excluding VAT, without prejudice to his right to claim the sum total of collection costs from the Instructing Party.

Article 15: Liability

15.1 Unless evil intent or gross negligence from the part of the Service Provider is involved, the Service Provider cannot be held liable for any damage (suffered by the Instructing Party or any third party) that is the result of failures of the Service Provider or his subsidiaries or third parties hired by him, evil intent or gross negligence of third parties hired by him being explicitly excluded.
15.2 The Service Provider is never liable for damages suffered by the Instructing Party that are the result of:
a) errors in the instructions, materials and/or automated files provided by the Instructing Party;
b) the unavailability and/or delayed availability from the part of the Instructing Party of the data as well as its reports, content sources, images or (deep) links at launch time (live date);
c) pictures, texts, images and other data used by or in the name of the Instructing Party, e.g. unlawful use of the aforementioned items by the Instructing Party;
d) the content of ads and publications of other Instructing Parties or authors or third parties in the same or in another edition, category and/or elsewhere in the electronic service, which might be detrimental to the objective of the Instructing Party's publication;
e) a faulty and/or slow and/or malfunctioning and/or technically flawed internet connection from the side of the Instructing Party;
f) a faulty and/or slow and/or malfunctioning and/or technically flawed internet connection from the side of the Instructing Party;
g) violation by the Instructing Party of the obligations, guarantees or statements mentioned in the contract or the present general terms and conditions.
15.3 If - with due regard for the aforementioned clauses - the Service Provider is liable for the damage suffered by the Instructing Party, this liability will in any case never exceed the amount mentioned on the invoice for that specific part of the agreement to which the liability applies.
Liability for any type of consequential damage, among which loss of profit or damage to the company is explicitly excluded.
15.4 Any complaint related to the execution or the failure to execute any task should be clearly specified and submitted in writing by the Instructing Party to the Service Provider within 30 days after the occurrence or the discovery of the problem. Claims or damages not notified within this term will not be enforceable.
In any event, all judicial claims of the Instructing Party with respect to the Service Provider will expire after one year, counting from the day on which the relevant obligation from the contract has become enforceable or the damage generating event occurred.
15.5 The Instructing Party indemnifies the Service Provider of liability toward third parties related to any type of damage resulting from the violation by the Instructing Party of its obligations, guarantees or statements in the present contract and general terms and conditions, like e.g. articles 5.4 and 11.5, and it will completely compensate the Service Provider, including for the sum total of legal fees incurred by the Service Provider.

Article 16: Force majeure

16.1 The Service Provider is not responsible in case of force majeure.
In the present general terms and conditions, force majeure indicates all outside events, be they of a foreseeable or an unforeseeable nature, as well as all events specified as force majeure by law and jurisprudence over which the Service Provider has no control and because of which the Service Provider cannot fulfil his obligations.
Force majeure definitely includes: strikes, excessive sick leave by the personnel, fire, breakdowns and technical failures on the Service Provider's premises or on the premises of one of the third parties hired by the Service Provider, the fact of not providing sufficient or correct data to the Service provider and the failure by the Instructing Party to provide a sufficient amount of collaboration.
16.2 In case of force majeure, the Service Provider is entitled to consider the contract (fully or partially) terminated, to terminate it or to annul the (placement) assignment without owing any damages to the Instructing Party. In that case, the Service Provider is obliged to immediately notify the Instructing Party of this decision.
16.3 If, in the event of force majeure, the Service Provider is able to partially fulfil his obligations, he is entitled to invoice the executed work or executable work separately and the Instructing Party is obliged to pay it as if it would concern a separate agreement.

Article 17: Transfer of, modifications to and additions to the contract

17.1 None of the parties is entitled to transfer the rights and obligations pertaining to the contract without having obtained the prior consent of the other party in writing. Modifications and additions to the present contract are only valid if both parties have acknowledged them in writing.

Article 18: Competent court and applicable law

18.1 All contracts between parties and obligations derived from or related to them resort under Dutch law.
18.2 All disputes arising from or related to contracts and obligations meant in the previous clause will be submitted in first instance to the Court of Amsterdam exclusively.

Article 19: Location

19.1 The present terms and conditions have been filed at the Chamber of Commerce in Amsterdam.