Terms & Conditions, Privacy Statement
This website collects and uses non-identifiable information to analyse site activity to improve the website. You have control over how this information is collected and used. Please take the ti me to read our terms & conditions for DQ&A or entities affiliated with DQ&A registered office in Voorburg, legally represented in this matter by Mr. R. Van Boekel;
Voorburg, The Netherlands, August 2015
Please read these Terms & Conditions completely. These are the legally binding terms and conditions provided by DQ&A.
DQ&A reserves the right to modify these Terms & Conditions at any time. We do so by posting and drawing attention to the updated terms on our site. Your decision to continue to visit and make use of our products & services after such changes have been made constitutes your formal acceptance of the new Terms & Conditions. Therefore, we ask that you check and review this Agreement for such changes on an occasional basis.
If you have any questions about this Agreement, please feel free to contact us at firstname.lastname@example.org
1.1 DQ&A Media Group B.V. or entities affiliated with DQ&A Media Group where the legal entity with whom the Agreement is concluded shall always be regarded as the contracted party and party to the contract as defined in this Framework Agreement or relevant agreement.
1.2 Master Advertising Agreement This Master Advertising Agreement and amendments thereto.
1.3 Agreement The content of the insertion order (IO) accepted by DQ&A as well as changes thereto confirmed in writing by DQ&A or the order confirmation provided by DQ&A to the Client in which the agreements regarding the services to be rendered by DQ&A and accepted by the Client are stipulated and agreed.
1.4 Affiliate A third party who comprises part of the DQ&A affiliate network who grants visitors to its website access via a link provided by DQ&A or another electronic link to the site of a Client and/or via promotion by other means which generates clicks and/or transactions for a Client.
1.5 Written A statement made in writing or by e-mail.
2.1 This Framework Agreement shall apply to all Agreements and other transactions (legal or otherwise) between the Client and DQ&A, even if this or these should not lead to or be in connection with an Agreement.
2.2 Amendments to this Framework Agreement shall become binding after notification thereof by DQ&A and as long as the Client has not objected within thirty calendar days.
2.3 Deviations from this Framework Agreement shall only be valid if DQ&A has expressly agreed in writing.
2.4 The content of this Framework Agreement as well as the Agreements shall take precedence over any other agreements existing with the Client or terms and conditions used by the Client.
2.5 Entities legally affiliated with DQ&A or third parties engaged by DQ&A can derive equivalent rights from this Framework Agreement vis-à-vis the Client as can DQ&A in accordance with Article 6:253 of the Dutch Civil Code.
3. Status documentation
3.1 A quote by DQ&A shall be free of obligation unless expressly stated otherwise in or with the quote.
3.2 The Client is bound to the complete content of an order confirmation or confirmed insertion order or confirmed change thereto, except in the case of apparent typographical errors by DQ&A.
3.3 The Client shall ensure that persons it engages for the execution of an Agreement are adequately authorized and acknowledges that they are authorized to represent it upon commencement of Agreements.
4. Agreement and cancellation
4.1 An Agreement is entered into for an unspecified duration, unless the parties have agreed explicitly otherwise in writing.
4.2 Cancellation of an Agreement for an unspecified duration shall occur in writing and with due observance of a period of notice of three calendar months.
4.3 An Agreement entered into for a specified duration cannot be cancelled in the interim by the Client. An Agreement for a specified duration shall be deemed to convert to an Agreement for an unspecified duration upon tacit continuation, which can be cancelled in writing with due observation of a period of notice of one calendar month.
4.4 A party can terminate an Agreement without notice of default and with immediate effect in part or in whole if the other party is granted a moratorium on payments – whether provisional or not – or if the other party files for bankruptcy or if the business of the other party is liquidated or terminated except in the case of reconstruction or merger of companies. DQ&A shall never be bound to pay any restitution of money already received or any damages as a consequence of said termination. In the event of bankruptcy of the Client, the right to use software made available to the Client shall end by operation of law.
4.5 In the event of cancellation of a campaign to be carried out by virtue of an Agreement entered into, the Client shall owe compensation to DQ&A. The compensation shall amount to 4% of the estimated gross media sales over the value of the first 30 days of the campaign in the event of cancellation within less than a month before the starting date of the campaign, and in the event of cancellation less than five working days before the start of the campaign an amount of 100% of the estimated gross media sales over the value of the first 30 days of the campaign.
4.6 Immediately after termination of an Agreement for any reason whatsoever the Client shall, at the first request of DQ&A, remove tags placed from its own websites and the websites of third parties with the exception of tags that belong to the Client.
5. Compensations and payment
5.1 The Client owes the compensations specified in the Agreements. Unless otherwise specified, prices are in euro and do not include value added tax (VAT) and other levies.
5.2 DQ&A is entitled to increase the agreed compensations during the term of an Agreement. If the increase of the total value of an Agreement amounts to 10 percent or more, and the Agreement has otherwise not changed, the Client is entitled to refuse the increase in writing if Client does not agree to the increase, through which it shall not apply to the Client.
5.3 For the calculation of the agreed compensations, the administration and measurement systems of DQ&A shall prevail unless a higher calculation follows from the measurement systems of the Client in which case the measurement systems of the Client shall prevail.
5.4 The consequences of interruption of measurement systems caused externally or by the influence of the Client shall be at the expense of the Client. In that case, the compensation owed shall be calculated based on measurement results to be reasonably estimated, partly in view of previous or expected measurement results.
5.5 Unless agreed otherwise in writing, payment to DQ&A must always be made within 15 calendar days after the invoice date.
5.6 Once the payment period of 15 days after the invoice date has lapsed, the Client shall be legally in default. From the time of default, the Client shall owe statutory interest over the payable amount plus a percentage of 1% per month, where a portion of a month shall be considered a full month, as well as a fee for collection costs in accordance with the Standardization of Collection Fees Act and, if the actual costs of collection amount to more, the actual collection costs as well.
5.7 In the event of bankruptcy, liquidation or moratorium on payments, the invoices and claims of DQ&A vis-à-vis the Client and the obligations of the Client vis-à-vis DQ&A shall be immediately due.
5.8 Payments made by the Client shall always be applied firstly to all interest owed and then to costs and then to the invoices due that have been outstanding for the longest time.
5.9 The Client is not entitled to offset any claims against DQ&A or to exercise any right of suspension whether or not by virtue of a complaint unless those claims have been irrevocably set out by law.
5.10 In the event of a change of the payment risk or if the interests of DQ&A otherwise justify this, the Client shall, at the first request of and in consultation with DQ&A, provide an advance or further security for payments, failing which DQ&A is entitled to immediately suspend or terminate an Agreement.
6. Obligations Of The Client
6.1 The Client shall ensure and shall confirm in writing at the first request of DQ&A that:
a. Advertising materials have been created in accordance with the IAB standards, are free of technical flaws and suitable for the placement of performance measurement and control systems; b. Information by the Client is complete and correct and the Client shall always make this available in a timely and complete fashion to DQ&A and also that the Client will give all other cooperation that is reasonably required for the execution of an Agreement;
b. Information by the Client is complete and correct and the Client shall always make this available in a timely and complete fashion to DQ&A and also that the Client will give all other cooperation that is reasonably required for the execution of an Agreement;
c. The Client shall always act in accordance with applicable domestic and foreign legislation and regulations, advertising codes, rights (including property rights) or third-party terms and conditions and shall take all necessary measures to this end;
d. Advertising materials or other information provided shall always be in accordance with applicable domestic and foreign legislation and regulations, advertising codes and shall n ot infringe on the rights (including property rights) or terms and conditions of third parties;
e. The Client shall always provide a link that is exclusively traceable by the applicable performance measurement system to the landing page of a website or otherwise exclusive link; f. The Client shall not approach Affiliates directly or indirectly during the term of an Agreement and for a period of one calendar year
f. The Client shall not approach Affiliates directly or indirectly during the term of an Agreement and for a period of one calendar year afterwards to provide services to which this Agreement or an Agreement pertains;
g. For the duration of an Agreement, the Client shall not change usernames and passwords provided for the benefit of monitoring the results of installed measurement systems nor hide or delete them and shall carefully store them, shall not provide them to third parties and shall secure these against any form of unauthorized use as well as take all measures in the case of any unauthorized use or at the first request of DQ&A in order to stop such use.
6.2 The Client shall indemnify DQ&A against any third-party claims vis-à-vis DQ&A for infringement by Client of the aforementioned obligations.
6.3 For every violation of the provisions in Article 6.1.d through 6.1.f, the Client shall be subject to an immediately payable contractual penalty of EUR 500,000 per incident and EUR 10,000 per day that this violation continues, without prejudice to the right of DQ&A to recover all direct and indirect damages thereby incurred from the Client.
6.4 The Client shall enable DQ&A to exercise monitoring of the compliance by the Client with the obligations of the Client.
7. Work Varying from What Was Agreed and Change
7.1 If, at the request of the Client or at its own request with prior approval of the Client, DQ&A has performed work or other services that fall outside of the content or scope of the Agreement, this work or these services shall be compensated by the Client according to the customary rates of DQ&A. DQ&A shall never be obligated to fill such a request and DQ&A can demand that a separate written Agreement is concluded for this.
7.2 The Client shall accept that the agreed objectives and expectations can be influenced by the work or services as mentioned in Article 7.1.
7.3 To the extent that a fixed price has been agreed upon for the service, DQ&A shall notify the Client in advance in writing if requested about the financial consequences of the additional work.
7.4 To the extent that a change occurs during an Agreement or campaign that is by or for the account of the Client, DQ&A is entitled to perform the resulting work and to charge the expenses connected with that to the Client in accordance with the relevant Agreement.
8.1 DQ&A will perform the Agreement to the best of its ability and with proper insight. DQ&A cannot guarantee that the work it performs will ever cause the result desired by the Client to be achieved.
8.2 If the data required for the execution of the Agreement is not provided in a timely fashion to DQ&A, DQ&A shall be entitled to suspend the execution of the Agreement.
8.3 If it is agreed that the Agreement is to be completed in phases, DQ&A can suspend the performance of the parts from a later phase until the Client has approved and/or paid for the results of the previous phase.
8.4 DQ&A is not obligated to perform an Agreement if this could entail an infringement of existing or subsequent regulations or third-party rights.
8.5 If the Client is making use of a DQ&A license to buy media themselves, the Client is fully responsible for the execution and the financial consequences. Written instructions by DQ&A will strictly be adhered to, but will not release Client from its ultimate responsibility. All damage, direct or indirect, for DQ&A will be compensated in full. Client will make sure that the agreed financial compensation will be paid following the agreed payment terms without any delay. Any delay entitles DQ&A to cancel the agreement without prior notice and make sure the execution is stopped. DQ&A will not be responsible for the possible consequences thereof.
8.6 If the Client is making use of a DQ&A license to buy media themselves the following applies. The Client is aware that DQ&A with Google/Double Click entered into an agreement concerning DoubleClick Bid Manager Service and agree these terms & conditions will be applied to the Agreement between DQ&A and Client.
9.1 If a period for completion or delivery of certain activities has been agreed upon in the Agreement, this shall always be an indicative period and never a binding deadline.
9.2 If, regardless of the circumstances and causes, DQ&A expects to exceed a period, DQ&A shall notify the Principal of this as quickly as possible.
10.1 The Client is bound to confidentiality on the part of the Client and persons it engages regarding all information received, including but not limited to technology, software and applications, working processes, business models and identity of engaged third parties on penalty of an immediate contractual penalty of EUR 50,000 per incident and EUR 10,000 per day that an infringement lasts, without prejudice to the right of DQ&A to recover all damages, direct and indirect, from the Client.
10.2 The Client is exclusively entitled to use information received as part of the Agreement for the performance of an Agreement.
11. Intellectual property
11.1 All intellectual property rights that pertain to and/or are the result of the services rendered by DQ&A are and shall remain the property of DQ&A or the third parties it engages. The Client shall gain exclusively those rights of use that are expressly awarded under an Agreement. Any other or more extensive right is restricted from the Client.
11.2 Information provided by the Client shall be treated and stored carefully by DQ&A. The Client agrees to storage of this information by DQ&A with third parties. All information and data provided by DQ&A shall remain the property of DQ&A. DQ&A is always entitled to use information and data received during the performance of an agreement outside the framework of the Agreement as well. With observance of the provisions below in these terms and conditions, DQ&A shall never be liable by virtue of the storage or processing of this information
11.3 DQ&A is entitled to use the name and logo of the Client as a reference
The Client is obligated, and at the request of DQ&A shall provide written proof hereof, to act always in accordance with all applicable regulations in the area of privacy, cookies and protection of personal information and to configure the technologies used by the Client to that, as well as to gain any required permissions in this respect in a timely fashion.
12.1 Consent mechanism. Publishers (website owners ea) need obtain EU end users’ consent to the storing and accessing of cookies and other information, and to the data collection, sharing, and usage that takes place. It does not affect any provisions on data ownership in your contract. Please ensure that you comply with this policy as soon as possible, and not later than 30th September 2015. If your site or app does not have a compliant consent mechanism, you should implement one now. To make this process easier for you check out cookiechoices.org. This policy change is being made in response to best practice and regulatory requirements issued by the European data protection authorities.
12.2 How you can control advertising cookies. You can use Ads Settings to manage the ads you see and opt out of interest-based ads. Even if you opt out of interest-based ads, you may still see ads based on factors such as your general location derived from your IP address, your browser type and recent, previous searches related to your current search. You can also manage many companies’ cookies used for online advertising at the US-based aboutads.info choices page or the EU-based Your Online Choices. Finally, you can manage cookies in your web browser.
12.3 Privacy Police of the DQ&A website
13.1 The total liability of DQ&A for attributable non-performance in the compliance with the Agreement is limited to the compensation of direct damage and to the maximum of the price stipulated for that in the Agreement (excl. VAT). If the Agreement is a long-term agreement with a term of over one year, the price stipulated for the Agreement shall be set at the total of the compensations (excl. VAT) stipulated for one year. Under no circumstances shall the total compensation for direct damage exceed € 50,000 (fifty thousand euros).
13.2 Liability of DQ&A for all other damage besides direct damage, such as indirect damage, consequential damage, lost sales, lost profit, missed savings, reduced goodwill, damage due to business stagnation, damage as a result of claims by the Client’s clientele, mutilation or loss of data, damage by third-party software, damage connected with the engagement of secondary suppliers and all other forms of damage other than stated in Article 13.1, by any virtue whatsoever, is ruled out unless there is willful recklessness or intent on the part of DQ&A.
13.3 The liability of DQ&A for attributable non-performance of the Agreement shall only arise in any case if the Client gives DQ&A immediate and proper written notice of default providing a reasonable period for remediation of the non-performance during which DQ&A can comply with its obligations after all or can supply a reasonable replacement service that does justice to the Agreement.
13.4 The condition for the origination of any right to damages is always that the Client notifies DQ&A of the damage in writing as quickly as possible after it originates. Every claim for damages vis-à-vis DQ&A shall expire by the mere lapse of six calendar months after the origination of the claim.
13.5 The Client shall indemnify DQ&A against all third-party claims by virtue of infringement by Client or infringement that can be attributed to the Client in respect of applicable regulations or rights or conditions of third parties including penal or civil provisions, regulations or any obligation which serves to protect privacy and intellectual property rights.
13.6 The provisions in this article also apply for the benefit of all (legal) entities which DQ&A uses for the performance of the Agreement.
13.7 DQ&A shall never be liable for actions or noncompliance of the Client itself, a third party, Affiliate or end user it engages.
14. Force majeure
14.1 DQ&A shall not be obligated to comply with any obligation if it is impeded from doing so as a consequence of force majeure. Force majeure shall be understood to include the improper compliance of obligations by subsuppliers as well as faultiness of goods, materials, software of third parties.
14.2 If a force majeure situation has lasted longer than ninety days, the parties are entitled to terminate the Agreement by written cancellation. In that case the settlement will be based on the duration of the activities performed up to that point and the parties shall not owe each other anything else.
DQ&A is entitled to transfer the rights and obligations under this Framework Agreement or an Agreement. Transfer by the Client of obligations under an Agreement shall be permitted in all cases only insofar as the Client also accepts liability for the payment obligations under the relevant Agreement.
16. Competent court and applicable law
16.1 This Framework Agreement and the Agreements shall be governed by the laws of the Netherlands.
16.2 All disputes that arise from or are connected with this Framework Agreement and/or Agreements shall be brought in the first instance exclusively before the Court in The Hague.
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