GENERAL TERMS AND CONDITIONS CASBO Media BV
1.1 These General Terms and Conditions apply to all transactions by CASBO Media BV (hereinafter referred to as: CASBO Media).
2 General provisions
2.1 All our offers, agreements and the execution thereof will be governed exclusively by the present conditions. Deviations need to be expressly agreed upon in consultation us in writing.
2.2 The “other Party” referred to in these conditions shall be deemed to mean any (legal) entity, that has concluded an agreement with our company or wishes to conclude an agreement with our company respectively, and also its representative(s), authorised representative(s), successor(s) in title and heirs.
2.3 The applicability of the General (Purchasing) Terms and Conditions used by the other Party is expressly excluded.
2.4 If one or more provisions of these General Terms and Conditions at any time are null and void or should be declared null and void, in whole or in part, the other provisions of these General Terms and Conditions will remain in full effect. CASBO Media and the other Party will then consult to replace the provisions that are null and void or have been declared null and void, with new provisions, taking into consideration, as much as possible, the intent and purpose of the original provisions.
2.5 If CASBO Media does not always require strict compliance with these General Terms and Conditions, this does not mean that the conditions do not apply or that CASBO Media, to any extent, would lose the right in other cases to demand strict compliance with the provisions of these General Terms and Conditions.
2.6 By merely placing an (advertisement) order and/or the receipt of our order confirmation, the other Party is deemed to have accepted these conditions and to agree with the sole applicability of these conditions to further orders, irrespective of the manner in which the order is realised. On request, an extra copy of the General Terms and Conditions will be forwarded.
2.7 CASBO Media has the right to alter the General Terms and Conditions. The other Party will be informed of the amendment via the website of CASBO Media or in another manner. If the other Party does not wish to accept the amendment, the other Party has the right to terminate the agreement in writing within fourteen days of the announcement, as of the date on which the amendment will take effect.
3.1 All offers made will remain valid for a period indicated by us. In the event that we have not indicated a period, our offers are non-binding. To all quotations shall apply that these can be subject to price changes and in principle shall apply to the calendar year concerned, even with respect to the long-term contracts (more than 12 months’ duration).
3.2 All price lists, brochures and other information provided with an offer have been compiled as accurately as possible. These will only become binding for us if we have explicitly confirmed these in writing. All data/information provided with an offer will remain our (intellectual) property and must be returned upon first request.
3.3 Advertising material must be in our possession in time, but no later than four days before the date on which a campaign is planned.
4.1 An agreement with us will be concluded:
a. either by signing our (standard) order forms.
b. or by our explicit confirmation/acceptance (in writing or otherwise).
c. or on the date on which we in fact carried out the campaign/campaigns in question.
d. by forwarding the advertising material.
4.2 The order form or the order confirmation is considered to reflect the agreement accurately and completely, unless the other Party has submitted a written objection within eight days of the date of our order confirmation. Order forms completed by the other Party will count as conclusive evidence in this context.
4.3 Any subsequent additional agreements or amendments, and (verbal) agreements and/or commitments made by our personnel or made on our behalf by our salesperson, agents, representatives or other intermediaries will only bind us when confirmed by us in writing.
We have the right to charge the costs of additional agreements and/or amendments to the other Party.
4.4 Work for which no offer or confirmation of the order is sent, because of its nature and size, the invoice is considered to be confirmation of the order, which is also considered to reflect the agreement accurately and completely.
4.5 Any agreement will be entered into by us on the suspensive condition that the other Party, solely at our discretion, will be sufficiently creditworthy for the financial performance of the agreement.
4.6 CASBO Media has the right upon, or after the agreement has been concluded, prior to (further) performance, to demand security from the other Party that both the payment obligation and the other obligations will be fulfilled, or to demand a bank guarantee or advance payment from the other Party.
4.7 The other Party is obligated take delivery of the service purchased at the time it is provided to the other Party or at the time it is made available to the other Party according to the agreement.
4.8 If the other Party refuses to take delivery or fails to provide information or instructions required for delivery, the services will be suspended at the other Party’s risk. In this case, the other Party shall pay all additional costs.
4.9 CASBO Media has the right to use the services of third parties, or parties affiliated with CASBO Media, for the performance of its services. In addition, CASBO Media has the right to transfer its rights and obligations arising from the agreement to a third party in the context of a company transfer.
5.1 The other Party acknowledges and accepts that the data files used by CASBO Media or wholly or partly delivered, provided, or made available by, or on behalf of CASBO Media, are the property of CASBO Media. The other Party shall respect CASBO Media’s exclusive rights to these files and the use and the reproduction and the distribution thereof.
5.2 If provision by CASBO Media of other information has not been expressly agreed upon, in principle only the e-mail address, name, address and residence of the people listed in the directories will be provided (the name and address details) and the provision of any other information from the directories cannot be required from CASBO Media.
6 Response/leads from Direct Marketing campaigns
6.1 CASBO Media does not warrant the quality or the quantity of the response to any Direct Marketing.
6.2 The standard duration of a direct marketing campaign is four weeks. CASBO Media is under no obligation to send responses, which will be received after four weeks, to the other Party, unless otherwise agreed.
6.3 Elimination of double addresses takes place at the other Party. Settlement will be determined on the basis of the net amount of addresses after elimination of double addresses. At least 80% of the addresses provided will be invoiced, unless specifically otherwise agreed upon in writing.
6.4 The other Party does not have the right to reduce the price or to deduct from the price because of bad or disappointing response, not even in case of an agreement or arrangement made on the basis of the responses received.
7 Licence data
7.1 Lead information in these conditions is understood to mean the information of potential customers of the other Party, including, but not exclusively, the name, address, residence, telephone number and e-mail address or results of surveys.
7.2 The use of lead information supplied, provided or made available by, or on behalf of, CASBO Media may not violate the Personal Data Protection Act and/or the applicable codes of conduct and/or any other applicable laws or regulations or similar legislation applicable to the use abroad in a particular country. The use may not violate any (intellectual property) rights of third parties or otherwise be unlawful.
7.3 The lead information provided, supplied or made available by, or on behalf of, CASBO Media may only be used by the other Party once and may only be used for the campaign referred to in the order confirmation unless otherwise agreed with us in writing.
7.4 The addresses provided, supplied or made available by, or on behalf of, CASBO Media may not be used by the other Party in another manner or for another purpose or another target group or in, or for, any other sector or other market segment than that agreed with CASBO Media. The addresses may not be added to their own files by the other Party or to files of any third party, whether or not managed by the other Party, and may not be resold or provided, supplied or made available or disclosed to third parties and may not be used for the benefit of, or by third parties.
7.5 The other Party may not, while carrying out its marketing campaigns, give prospective clients and/or other third parties the impression that CASBO Media is involved in the marketing campaigns.
7.6 The addresses provided or made available may not be used by the other Party as basis, material or starting point for making or drawing up predictive models or scorecards based on postcode or based on any other classification or indication. The other Party may not in any way participate in, or have a party participate in, the addresses being used for any such purpose, unless specifically otherwise agreed in writing.
7.7 The other Party will take all adequate measures of a technical and organisational nature to protect the information provided against unauthorised access, modification or distribution to third parties.
7.8 The other Party has the right to use positive response to the direct-marketing campaign according to its own need and at its own discretion. The other Party shall always inform CASBO Media of any ‘non-responses’ in writing. In the event that as a result of the marketing campaign the other Party is asked to block the (personal) data, or to inspect or remove the (personal) data, the other Party shall immediately inform CASBO Media hereof in writing. The other Party shall, prior to the report to CASBO Media, do its utmost to ascertain the identity of the applicant.
7.9 To be able to prove potential unauthorised use, each file will be identifiable as to source and user by adding control addresses. The other Party will accept, by placing an order or by accepting information from CASBO Media, that such control addresses are or will be added and that CASBO Media will perform inspections, or will have inspections performed, for potential unauthorised use.
7.10 Unauthorised use of addresses by, on behalf of, or attributable to the other Party give CASBO Media the right to immediately deny the other Party the right to any use of the addresses and to demand from the other Party that within two weeks the Party will make a written statement on the use of the addresses without prejudice to the other rights CASBO Media may have, such as the right to claim damages.
7.11 In case of any acts in violation of this article, the other Party incurs per violation to CASBO Media, a one-off immediate contractual penalty not subject to mitigation or set-off of twenty times the amount of the total payments due by the other Party according to the agreement, plus a penalty of € 5,000 for each day or part thereof that the violation continues without prejudice to CASBO Media’s right to payment of the damage incurred and to be incurred by it, notwithstanding any other rights accruing to CASBO Media.
8 Telecommunications Act and similar laws and regulations
8.1 The other Party shall carefully observe all laws and regulations on telecommunication and similar laws and regulations applicable to the use of the services of CASBO Media.
8.2 The other Party must eliminate entries of the files provided for marketing purposes by using the Do Not Call Register. No marketing activities are excluded. The other Party must also eliminate double entries of the provided files with personal data by means of the bereavement registers for direct mail and deceased persons both in the Netherlands and abroad. Any costs will be charged to the other Party.
8.3 Telephone contact with addresses delivered, provided, or made available by, or on behalf of CASBO Media is only allowed when CASBO Media has given specific written permission for such a contact and furthermore may only be made after the campaign mentioned in the order confirmation and only if the telephone contact has been explicitly announced in this campaign. CASBO Media has the right to refuse permission for telephone contact without stating any reasons. Telephone contact with an address without any previous approach in writing is forbidden.
8.4 In case of any acts in violation of this article, the other Party incurs per violation to CASBO Media, a one-off immediate contractual penalty not subject to mitigation or set-off of twenty times the amount of the total payments due by the other Party according to the agreement, plus a penalty of € 5,000 for each day or part thereof that the violation continues without prejudice to CASBO Media’s right to payment of the damage incurred and to be incurred by it, notwithstanding any other right accruing to CASBO Media.
9 Confidentiality, retention of title and intellectual property
9.1 The Parties warrant that any information received from the other Party, before and after the agreement has been concluded, and the information known to the Parties in the context of the performance of the agreement, will remain confidential. In any case, information will be considered to be confidential if so indicated by one of the Parties.
9.2 The deliveries made by CASBO Media in the context of the agreement remain the property of CASBO Media until the other Party has properly fulfilled all obligations arising from the agreement/agreements concluded with the other Party.
9.3 The intellectual property rights to the data files and the services of CASBO Media, made available to the other Party in the context of the agreement, will remain with CASBO Media or the third party from which CASBO Media obtained the right to provide (a part of) these services to the other Party.
9.4 The intellectual property rights to all the other material the other Party makes available to CASBO Media in the context of the agreement, will remain with the other Party or with the third party from which the other Party obtained the right to provide the material to CASBO Media. The other Party grants CASBO Media the right to use these materials for the execution of the agreement.
9.5 The other Party fully indemnifies CASBO Media against any claims and actions for damages brought by third parties in this respect and shall also indemnify CASBO Media for all costs incurred relating to these claims and actions.
9.6 Nothing in this agreement or the General Terms and Conditions is intended to transfer intellectual property rights, in whole or in part, to the other Party. The other Party acknowledges these rights and shall refrain from any form of direct/indirect violation of these rights, subject to the penalty referred to in article 7 and 8.
10.1 Cancellation by the other Party of an order already placed is possible only in writing and only if we have been informed no later than fourteen days before the planned date of the Direct Marketing Campaign. In case of cancellation after the abovementioned date, the other Party will be charged for the full invoice amount. We may cancel the order if the order will cause problems for us with respect to other Parties.
11.1 In the event that for the execution of particular work or the provision of particular services a deadline has been agreed or stated, this shall never be a final deadline. If a deadline has been missed, the other Party shall therefore give written notice of default to CASBO Media. CASBO Media must be offered another reasonable period to execute the agreement.
11.2 If, as a result of late delivery of materials, the performance of an order within the agreed period can only be achieved by payment of higher postage, arranging extra transport or by working overtime, etc., the extra costs incurred will be charged to the other Party.
11.3 Monitoring the timely delivery of the material to us must be done by the other Party.
11.4 A delivery date stated by CASBO Media will only commence after all required information is in possession of CASBO Media.
11.5 In the case of repeated participation in subsequent campaigns it will be assumed that the other Party guarantees full payment thereof. In this respect we may require payment in advance. If in the interim period (continuing performance contract) is found that the other Party does not fulfil its obligations or is unable to fulfil its obligations, we have the right to cease placement of the advertisements with immediate effect. The other Party will still be obligated to fully pay our costs/lost profit relating to the advertisements not placed and/or not yet placed.
11.6 We have the right to refuse particular advertisements without stating reasons. In addition, we have the right to change/adjust the date of dispatch in consultation with the other Party.
12.1 Dispatching advertising material and accessories will be for the account and risk of the other Party. Any specific requirements of the other Party will only be carried out after the other Party has guaranteed payment of the costs.
12.2. The contracting entity- that means the contracting partner of the sender of an advertisement must be clearly recognizable. Every sent email shall contain an easily noticeable ‘about us’; either in the text or through a direct link. The ‘about us’ section shall contain the following information:
a. name and address of the sender, for legal entities in addition to name and address the legal form of the entity, authorized representative and the Commercial Registry, Association Registry, Partnership Registry or Cooperative Society Registry they are registered with, as well the appropriate registration number.
b. contact information, at least a valid telephone number or an electronic contact form, as well as email address.
c. if there is a value added tax identification number according to section 27a of the value added tax act or a business identification number according to section 139c of the tax code, this number shall be provided.
Further reaching information obligations, for example according to section 8, paragraph 1 of the Telecommunication Act (Telemediengesetz –TMG) remain untouched.
13 Force majeure
13.1 Force majeure is taken to mean: all circumstances independent of the will of the Parties and/or unforeseeable circumstances, as a result of which execution of the agreement can no longer reasonably be required from us by the other Party.
13.2 Force majeure will in any case include:
strike, excessive absenteeism of our personnel, transport difficulties, fire, government measures including in any case import and export bans, quota restrictions and operational failures relating to our company and/or our suppliers, and breach of contract by our suppliers as a result of which we will not/no longer be able to fulfil our obligations towards the other Party.
13.3 In the event of force majeure, we have the right to suspend the execution of the agreement or to permanently terminate the agreement. The other Party will be consulted about this issue.
13.4 If the campaign has not been carried out or has not been carried out correctly or in time, this does not mean that the other Party is entitled to damages. The other Party will be consulted about a solution to this problem. The other Party, however, will only be entitled to crediting (in part) or another attempt to carry out the campaign.
14.1 The total liability of CASBO Media based on attributable failure to fulfil the obligations arising from the agreement is limited to the invoice amount of the transaction that has been charged, or at least the part of the transaction to which the liability relates.
14.2 CASBO Media is only liable for direct damage caused by the intentional act or omission or gross negligence of CASBO Media or its employees.
14.3 CASBO Media is under no circumstances liable for the content of the advertisements it has been instructed to place. CASBO Media does not accept any liability for material of the other Party, neither during storage nor processing, nor during transport/dispatch.
14.4 All liability is excluded for advertisements that have been placed by telephone. Our General Terms and Conditions shall apply in full to advertisements placed by telephone, fax, e-mail or otherwise.
14.5 Liability for indirect damage, including consequential loss, loss of profits, lost savings, reduced goodwill and loss due to business interruption is excluded.
14.6 CASBO Media is not liable for any damage, neither direct nor indirect, resulting from computer viruses and/or other technical malfunction(s).
14.7 CASBO Media is under no circumstances liable for damage resulting from spam complaints and can in no way guarantee that an e-mail campaign will not result in spam complaints.
14.8 CASBO Media cannot be held responsible for claims from third parties arising from the use of data. This also applies to penalties imposed by OPTA and/or similar authorities for acting in violation of the Telecommunications Act or sanctions and/or increases resulting from other laws and regulations.
15.1 In case of the use of information provided by CASBO Media, the other Party indemnifies CASBO Media against any incompleteness of, or deficiencies in, the information provided by, or on behalf of CASBO Media.
15.2 The other Party indemnifies CASBO Media against, and shall reimburse CASBO Media for all damage and costs arising from agreements with third parties towards CASBO Media, which agreements arise from, or are related to the use of the services/products of CASBO Media by the other Party or third parties, or are related to the failure of the other Party to fulfil the obligations of the other Party, as referred to in the order confirmation or in these General Terms and Conditions.
15.3 The other Party will refrain from all acts, in the broadest sense of the word, that might affect CASBO Media’s reputation.
16.1 Any complaints must be brought to our attention in writing and within eight days of the dispatch date, accurately stating the nature and the basis of the complaints.
16.2 After the expiry of this period/these periods, the other Party is considered to have agreed to the work/campaign performed and/or to have agreed to the invoice. In that case, complaints will no longer be taken into consideration by CASBO Media.
16.3 In respect of justified complaints, the other Party only has the right to a re-dispatch or to a (partial) credit.
16.4 Submitting a complaint does not release the other Party from its payment obligations to us.
17.1 Payment shall be made as follows, within a period of fourteen days after the invoice date without any discount or set-off, by means of a deposit or transfer into a bank account designated by us. The value date stated on our bank statements is decisive and is deemed to be the date of payment.
17.2 Any payment made by the other Party will first be applied to settle the interest and collection costs and/or administrative costs due incurred by us and subsequently to settle the oldest outstanding invoice.
17.3 The prices are exclusive of VAT and any applicable charges. Charges, surcharges, penalties and similar increases shall always be borne by the other Party.
17.4 Invoicing will be as follows:
100% of the agreed price will be charged immediately after sending the leads, data and/or campaign. The payment term shall apply as referred to in paragraph 1 of this article.
17.5 The other Party shall be in default by the mere fact of late payment. In this case, a notice of default is not required.
17.6 Complaints regarding the amount of the invoice do not suspend the payment obligation, unless otherwise regulated by law.
17.7 In cases where the other Party:
a. is declared bankrupt, proceeds to assign the estate, submits an application for a moratorium or an attachment is levied against the other Party;
b. dies or is placed under guardianship;
c. does not fulfil any obligation under the law or pursuant to these conditions;
d. fails to pay an invoice amount or a part thereof within the stated period;
e. proceeds to terminate its business or an important part thereof, including the property of its company brought into a company to be incorporated or already existing, or proceeds to amend the objects of its company,
we have the right to declare the agreement to be terminated with immediate effect, without any judicial intervention being required and to cease all activities/advertisements to be placed. At this date, all outstanding debts become immediately due and payable, without prejudice to our other rights to compensation of costs and/or damage (for instance, loss of profits and interest). The other Party shall immediately inform us if the above-mentioned circumstances occur, or threaten to occur, in order to minimise the damage.
18 Interest and costs
18.1 If the payment has not taken place within the period referred to in the previous article, the other Party shall be in default by operation of law and shall pay as of the due date over the outstanding amount an interest of 1½ % per (part of a) month unless the statutory interest is higher, in which case the statutory interest is due.
18.2 All judicial and extrajudicial costs to be incurred shall be borne by the other Party.
The extrajudicial collection costs amount to at least € 500 or, at the discretion of CASBO Media, 15% of the amount payable by the other Party, including the above-mentioned interest.
19 Applicable law
19.1 All our offers, agreements and the performance thereof are exclusively governed by Dutch law.
20.1 Disputes will be settled by the Midden-Nederland District Court.
The most current version of the General Terms and Conditions of CASBO Media is listed on our website.