General terms and conditions of Sanoma Digital

1. Definitions
1.1. Customer: a natural or legal person who enters into an agreement with Sanoma Digital.
1.2. General terms and conditions: these general terms and conditions of sale and delivery of Sanoma Digital.
1.3. Sanoma Digital: the company that declares these general terms and conditions to be applicable to the agreement - Sanoma Digital The Netherlands B.V., Kieskeurig B.V., Startpagina B.V. or any other company which is part of Sanoma Digital Group The Netherlands B.V..
1.4. Services: the services which Sanoma Digital provides to the customer pursuant to the agreement. These services shall at any rate be deemed to include the offer of advertising space on a website, the insertion of links to websites on a website, the offer of an opportunity to sponsor or be involved in a website or part thereof.
1.5. Agreement: any agreement concluded by Sanoma Digital and the customer for the provision of services.
1.6. Party: any party to the agreement.
1.7. Privacy statement: a privacy statement drawn up by Sanoma Digital, which is available on the website and which will be sent to the customer when the latter first requests this in writing.
1.8. Website: a website offered by Sanoma Digital.

2. Application of these general terms and conditions
2.1. These general terms and conditions shall apply to the offer and provision of services by Sanoma Digital and shall constitute an integral part of the agreement entered into by Sanoma Digital and the customer.
2.2. Sanoma Digital shall be entitled to amend these general terms and conditions unilaterally. The customer shall receive timely notice in writing of any amendment of these general terms and conditions. An amendment of these general terms and conditions shall apply to any existing agreement. By continuing to procure services following the amendment of these general terms and conditions, the customer shall be deemed to have assented to such amendment.
2.3. It shall only be permissible to deviate from these general terms and conditions or one or more of the provisions thereof pursuant to a written agreement entered into by Sanoma Digital and the customer. Sanoma Digital explicitly repudiates the application of any terms and conditions (general or otherwise) which the customer uses.

3. Conclusion of agreement
3.1. An agreement shall be concluded when Sanoma Digital provides written confirmation of a verbal or written order placed by the customer, or if the latter accepts in writing a written offer made by Sanoma Digital.
3.2. Any agreement shall be entered into subject to the condition precedent that adequate services are available and that Sanoma Digital accepts the customer.
3.3. If so requested by the customer, Sanoma Digital may provide a written quotation for the provision of services. This quotation shall be valid for the term stipulated in it. In the event that no term is specified in a quotation, the latter shall be valid for a period of thirty (30) days.
3.4. Any statement made by Sanoma Digital in relation to the services on a website or otherwise, shall be deemed to be an offer free of obligation, and shall be subject to amendment and availability.

4. Fees and payment
4.1. The customer shall pay the fees stipulated in the agreement for the services which Sanoma Digital provides, and shall do so in the manner provided for in that agreement. The parties shall be entitled to agree that all or part of the fees payable for the provision of the services shall be paid in advance.
4.2. All fees referred to in the agreement shall be stated exclusive of Dutch VAT and any other public levy.
4.3. Sanoma Digital undertakes to invoice the customer for the fees which the latter is required to pay. The customer shall pay an invoice within thirty (30) days of the relevant invoice date. In the event that the customer fails to pay an invoice within thirty (30) days after the relevant invoice date, he shall automatically be in default without the need for any notice of default. The customer shall not be entitled to set off any amount he owes Sanoma Digital, against any sum payable by the latter to the customer.
4.4. In the event of late payment Sanoma Digital shall be entitled (a) to suspend the provision of the services without the need to give notice of this or of default, and (b) to charge the legally permissible interest plus three percent (3%) over the entire amount that is due, as of the date on which payment should have been made, until that on which Sanoma Digital receives the sum it is owed, including the costs of legal aid, legal proceedings and extra judicial expenses, which costs shall amount to no less than fifteen per cent (15%) of the amount owed, subject to a minimum of €150.00,-.
4.5. Contrary to the provisions of Article 4.3, the parties shall be entitled to agree that the customer shall pay any amount he owes, by means of a direct debit facility subject to conditions referred to in the agreement.

5. Duties of Sanoma Digital
5.1. Sanoma Digital undertakes to offer the services subject to the provisions of the agreement, and to execute what is agreed in such agreement, to the best of its ability.
5.2. Sanoma Digital reserves the right to suspend all or part of the services it provides to the customer, in the event that the latter fails to fulfil any of his duties pursuant to the agreement.
5.3. Sanoma Digital undertakes to offer and provide the services without any warranty of uninterrupted availability, security, suitability, the absence of viruses, reliability or otherwise.
5.4. The agreed date on which the services are to commence, shall be a target. Sanoma Digital reserves the right to postpone the provision of the services on the grounds of unforeseen circumstances, which shall include and shall not be confined to any of a technical nature. In the event that Sanoma Digital postpones the date of commencement, the only compensation available to the customer shall consist in Sanoma Digital providing the services for a period equal to the agreed term or to the provision of replacement services to the customer, such in proper consultation with the latter.

6. Duties and limitations on the part of the customer
6.1. The customer shall obtain the services subject to the provisions of the agreement.
6.2. The customer shall have a duty to inspect the services provided by Sanoma Digital upon their commencement and continuously thereafter, and to notify Sanoma Digital of any defects in writing immediately, in the absence of which the customer shall be deemed to have accepted the services without reservation. In the event that the customer notifies Sanoma Digital of any defects in the services, the latter undertakes to do all in its power to remedy such defect as soon as possible.
6.3. The customer shall not be permitted to use the services contrary to the provisions of the agreement, these general terms and conditions, the relevant, applicable provisions of the law, the Nederlandse Reclame Code [Netherlands Advertising Code], and a duty of care which accords with generally applicable standards.
6.4. Amongst other things, the customer shall not be permitted to use the services for the following:
a. the duplication and/or publication and/or modification of software or other materials where such duplication and/or publication and/or modification infringes on the rights of any third party, including intellectual property rights;
b. to unlawful statements;
c. to approach people in a nuisance-like manner, to threaten them or to inconvenience them in any other way;
d. to transmit large quantities of e-mail messages (including spam) to any third party for commercial purposes or otherwise;
e. to transmit e-mail messages or to upload files which contain viruses or similar software applications, which may damage the services offered by Sanoma Digital, the Internet, or the computers and/or software of any third party;
f. to assume a false identity;
g. to restrict the ability of any third party to make use of the services offered by Sanoma Digital and/or the Internet.
6.5. The customer shall himself be responsible for ensuring that he has and will continue to have any software, hardware (including peripheral equipment) and/or connections (to the Internet or otherwise) which is or are required in order to use the services.
6.6. In so far as the services pertain to the placement of advertisements and/or links, the customer shall acknowledge that he assumes full liability for the content of such advertisements and links and/or that of the web sites to which these advertisements and links refer. The customer shall indemnify Sanoma Digital against any liability in respect of a third party in relation to the content of these advertisements and links and/or that of the web sites to which these advertisements and links refer.

7. Privacy
7.1 Sanoma Digital undertakes to offer the services and to deal with the customer's details in accordance with its privacy statement. The customer shall assent to Sanoma Digital dealing with his personal details in accordance with its privacy statement.

8. Liability and indemnification
8.1. Under no circumstances shall Sanoma Digital be liable for any direct or indirect loss or harm, including but not confined to consequential harm, loss due to a stagnation or delay of business, lost orders, loss of earnings and processing costs incurred by the customer in connection with or pursuant to the agreement or the services, unless such loss or harm is occasioned by a deliberate act or omission, or deliberate carelessness on the part of Sanoma Digital.
8.2. Subject to any other provision of these general terms and conditions, the liability of Sanoma Digital in respect of the customer, whatsoever the grounds therefore, shall in each case (in respect of which a series of connected events shall be deemed to constitute a single one) be confined to the amount of the fees paid by the customer to Sanoma Digital for the services as agreed (excluding VAT) in the three (3) months prior to the event occasioning any loss or harm.
8.3. The customer shall indemnify Sanoma Digital in respect of any compensation payable to and/or claim made by a third party in connection with or pursuant to (a) the customer's use of the services, and (b) any act and/or omission on the part of the customer contrary to the provisions of the agreement and these general terms and conditions.

9. Term, termination and cancellation
9.1. The agreement entered into by Sanoma Digital and the customer shall be concluded for the term stipulated in it. In the event that no term is agreed, the agreement shall be concluded for a term of one (1) year.
9.2. Unless otherwise agreed in the agreement, upon the expiry of the term referred to in Clause 9.1 the agreement shall be renewed for an identical term, unless it is cancelled in writing no less than one (1) month prior to the expiry of this term.
9.3. Sanoma Digital shall be entitled to cancel the agreement in writing with immediate effect and without citing any reasons for doing so in the event that (a) Sanoma Digital deems that the customer is not creditworthy and/or (b) if the customer fails to fulfil any of his duties pursuant to the agreement or to do so entirely.
9.4. Sanoma Digital shall be entitled to cancel the agreement extra judicially with immediate effect and without giving notice of default in the event that (a) the customer is declared bankrupt, (b) an application has been filed for the customer's bankruptcy, (c) the customer has been granted a suspension of payments, or (d) an application has been filed for a suspension of payments on the part of the customer.

10. Force majeure
10.1. Sanoma Digital shall not be required to comply with one or more of its obligations under the terms of the agreement in the event that it is prevented from doing so due to force majeure. The latter shall be deemed to include any non-attributable failure on the part of a third party or supplier whose services have been engaged, the temporary unavailability of - or the availability of inadequate - hardware, software and/or Internet or other telecommunications connections which are required for the provision of the services, the termination of a web page managed by a third party, as well as any other situation over which Sanoma Digital is unable to exercise any decisive control. In the event of a situation of force majeure, Sanoma Digital shall not be required to pay compensation for any loss or harm suffered by the customer as a result of this situation of force majeure.
10.2. As soon as a situation of force majeure persists for a period of three (3) months, the customer shall be entitled to cancel the agreement in writing as soon as possible.

11. Intellectual property
11.1. The intellectual property rights to all the services which Sanoma Digital provides or makes available pursuant to the agreement, shall continue to vest in Sanoma Digital or its licensers. In so far as may be required for the customer to use the services, Sanoma Digital shall grant the customer a limited, non-exclusive, non-transferable license to use the intellectual property rights to the services.
11.2. Any intellectual property rights to materials and information which the customer provides to Sanoma Digital for the purposes of the agreement, shall continue to vest in the customer or his licensers. In so far as may be required for the customer to use the services, Sanoma Digital shall grant the customer a limited, non-exclusive, non-transferable license to use these intellectual property rights. The customer shall indemnify Sanoma Digital against any liability in respect of a third party and any claim made by such party pursuant thereto, which pertains to the use by Sanoma Digital of any materials and information provided to it by the customer and the intellectual property rights to it.

12. Miscellaneous
12.1. The contents of the agreement and these general terms and conditions shall together govern the legal relationship between the parties and shall replace all previous agreements entered into by the parties in respect of the subject of the agreement.
12.2. Sanoma Digital shall be entitled to engage the services of any third party at its own discretion for the purposes of executing the agreement.
12.3. Sanoma Digital shall be entitled to assign its rights and duties pursuant to the agreement to a third party without the customer's prior written permission. Sanoma Digital undertakes to notify the customer in writing of any such assignment of these rights and duties.

13. Governing law and competent court of law
13.1. This agreement, these general terms and conditions and/or the provision of the services shall be governed by and construed in accordance with the law of the Netherlands.
13.2. Any dispute arising pursuant to the agreement, these general terms and conditions and/or the provision of the services, shall be brought before a competent court of law in Amsterdam, the Netherlands, in the event that Sanoma Digital and the customer and unable to settle such dispute amicably.