General Terms and Conditions
Social Logica BV
General Terms and Conditions Social Logica
Article 1. Definitions
In these General Terms and Conditions the following definitions apply:
Customer: a (legal) person who enters into an Agreement with Social Logica.
General Terms and Conditions: these General Terms and Conditions as stated below.
Social Logica: the limited liability company Social Logica BV, having its registered office in (1062 BV) Amsterdam, at Suze Robertsonstraat 41, characterized at the Chamber of Commerce under the registration number 76811859.
Service (s): all activities, in whatever form, that Social Logica performs for or on behalf of the Customer.
Sustainable data carrier: any means that enables the Customer or Social Logica to store information that is addressed to him personally in a way that allows future consultation and unaltered reproduction of the stored information.
Distance Agreement: the Agreement between the Customer and Social Logica, whereby within the framework of a system for distance selling of Services, products and / or digital content organized by Social Logica, where one or more techniques for distance communication are used .
Agreement: every Agreement concluded between Social Logica and the Customer.
Party: Social Logica or Customer
Parties: the joint designation of Social Logica and Customer.
Personal Data: any data concerning an identified or identifiable natural person.
Written: Written is also understood by email.
Banking relationship ING - IBAN NL28 INGB 0006 9478 20 - Swift code: INGBNL2A - VAT no. NL NL860795391B01 Registered in the Trade Register of the Chamber of Commerce with no. 126.96.36.199
Our general terms and conditions filed with the Chamber of Commerce apply to all our transactions. Our general terms and conditions can be found on our website:
Aspects of law
Article 2. Applicability
These General Terms and Conditions apply to all offers, orders, quotations, and Agreements concluded between the Parties unless the Parties explicitly and in Writing deviate from these General Terms and Conditions. Conditions.
These General Terms and Conditions also apply to Agreements with Social Logica, in which third parties are involved for the implementation.
Social Logica explicitly rejects the applicability of any purchase or other conditions of the Customer.
The content of these General Terms and Conditions can be changed during the term of the Agreement. If such a change occurs, Social Logica will submit the content of the amended General Terms and Conditions to the Customer. If the Customer does not object to the received amended General Terms and Conditions within 1 month of receiving the amended General Terms and Conditions, the contents of the amended General Terms and Conditions will be deemed to have been accepted.
If it has been found that one or more provisions in these General Terms and Conditions of the Agreement are void, are voidable or are destroyed, these General Terms and Conditions and the Agreement will remain in force for everything else. In this case, Social Logica and the Customer enter into consultation with the aim of agreeing on new provisions to replace the void or voided provisions, whereby the purpose of the original provisions is taken into account as much as possible.
If Social Logica does not always require strict compliance with these General Terms and Conditions, this does not mean that Social Logica would lose the right to demand strict compliance with these General Terms and Conditions in other cases.
Deviations from the General Terms and Conditions are only valid if they have been agreed to explicitly in writing with Social Logica.
The data of Social Logica is leading, subject to proof to the contrary by the Customer.
In the event of a conflict between the Agreement and the General Terms and Conditions, the Agreement will prevail at all times.
Article 3. The offer
Every offer from Social Logica, including but not limited to offers, quotes, and quotations, is without obligation unless a period for acceptance has been set in the offer or quotation. If a period for acceptance has been set, the offer or quotation expires when this period has expired.
Provided offers and / or quotations by Social Logica may only be seen as an invitation to come to an Agreement unless Social Logica implements this and the Customer does not immediately object to this.
Social Logica cannot be held to its offer if the Purchaser, in terms of reasonableness and fairness and generally accepted views, should have understood that an offer of Social Logica, or a part thereof, contains an obvious mistake, error or errors.
If the acceptance of the Customer, whether or not on minor points, deviates from the offer of Social Logica, then Social Logica is not bound to that, unless Social Logica indicates otherwise in Writing.
The advertising material of Social Logica in the broadest sense of the word, including images, catalogs, drawings and similar data provided by Social Logica whether or not electronically, is subject to change and does not bind Social Logica.
A compound quotation does not oblige Social Logica to deliver part of the items included in the offer and / or quotation and / or to perform part of the assignment for a corresponding part of the stated price.
Offers and / or quotations from Social Logica do not automatically apply to future orders or repeat orders.
Article 4. Establishment of the Agreement
The Agreement is established at the moment of acceptance by the Customer of the offer and the fulfillment of the required conditions, including the condition as described in paragraph 2 of this article. Social Logica reserves the right to refuse an order or orders from the Customer without stating reasons.
If the Customer has accepted the offer electronically, the Agreement will only be established after confirmation by Social Logica of the acceptance of the offer by the Customer.
Agreements (whether remote or not) are governed by the content of the order confirmation from Social Logica and the General Terms and Conditions of Social Logica. No rights can be derived from previous offers, correspondence, announcements and the alike.
Cancellations of orders and / or assignments made known by the Customer to Social Logica will only take effect after Written approval thereof by Social Logica.
Every Agreement is entered into with Social Logica under the condition precedent of sufficient availability of the Services and / or products that Social Logica offers.
If the Parties agree that the Agreement will be amended or supplemented, the time of completion of the implementation may be affected. Social Logica will inform the Customer of this.
Changes to the originally concluded Agreement between the Customer and Social Logica are only valid from the moment that these changes are accepted by both Parties through an additional or amended agreement.
Article 5. Delivery and implementation
Delivery takes place at the moment that the goods and / or the data are transferred by Social Logica to the Customer, as a result of which they come into the actual power of disposal of the Customer.
The customer is obliged to purchase the purchased goods or Services or data at the time they are made available to him, unless this entails serious objections or unreasonable costs.
If the Customer refuses to take delivery of the goods at the place of delivery or is negligent in providing data or instructions that are necessary for the delivery, Social Logica has the right to store the goods intended for delivery at the risk and expense of the Customer. Social Logica is entitled to dispose of the goods 14 days after Social Logica has informed the Customer that he is entitled to dispose of the goods. In that case, Social Logica is no longer obliged to deliver whilst the obligation for payment by the Customer remains intact.
The delivery periods agreed with Social Logica are never strict deadlines.
Social Logica is entitled to implement the Agreement in phases or partial deliveries. If the Agreement is implemented in phases or parts, Social Logica has the right to invoice each part separately.
If during the execution of the Agreement it appears that for proper execution it is necessary to change or supplement the Agreement, Social Logica will inform the Customer of this as soon as possible. The parties will then proceed to adjust the Agreement in a timely manner and in mutual consultation.
If the change or supplement to the Agreement will have financial, quantitative and / or qualitative consequences, Social Logica will inform the Customer of this.
Minor, customary deviations in, for example, model, quality, color, size, number, finish and alike in the products or services provided by Social Logica must be accepted by the Customer and in principle do not constitute a shortcoming in the fulfillment of the Agreement by Social Logica.
Article 6. Risk transfer
Social Logica determines the method of dispatch unless a specific method has been agreed on in writing. If the Customer wishes to receive a shipment differently, the additional costs involved will be borne by the Customer.
The customer is obliged to take delivery of the products upon delivery. The moment the products are offered for delivery to the Customer, but delivery has not been possible, the purchase is deemed to have been refused. The customer is therefore immediately in default. The day on which the refusal takes place counts as the delivery date of the products. All costs arising from the refusal to purchase are at the expense of the Purchaser, without prejudice to the rights of Social Logica towards the Purchaser with regard to this shortcoming.
As soon as the goods and / or data has passed into the actual control of the Purchaser or a third party (s) engaged by the Purchaser, the Purchaser is required to adequately insure these goods against theft, damage, destruction and the like.
The goods or data that are the subject of the Agreement will be for the account and risk of Social Logica up to the time of bringing the goods or data to the Purchaser's actual power of disposal.
Article 7. Retention of Title
The Purchaser will only become the owner of the products or goods delivered by Social Logica subject to the condition of full payment of what the Purchaser owes in this regard, the data of which it is intended that the Purchaser will become the (ultimate) owner. The condition includes all claims relating to the consideration for goods delivered or to be delivered by Social Logica to the Customer under the Agreement, as well as with regard to the claims for failure to comply with such agreements.
As long as this condition is not met, the Purchaser does not become the owner of the goods delivered and cannot and may not establish a pledge or other limited right on them.
Social Logica has the right to reclaim these goods and data and to take them in if the Customer is in default and a case as mentioned under art. 26.1. of these General Terms and Conditions.
Article 8. Force majeure
Force majeure is understood to mean all external causes, foreseen or unforeseen, over which Social Logica cannot exert influence and as a result of which Social Logica is unable to fulfill one or more of its obligations both in the company of Social Logica as with storage or during transfer (whether or not under own management) as well as with third parties from whom Social Logica must obtain all or part of the required goods or data. Force majeure includes but is not limited to:
Force majeure at one or more suppliers of Social Logica;
Failure to properly comply with the obligations of suppliers of Social Logica;
Lack of items, equipment, software or materials from third parties; the use of which has been prescribed by the Customer to Social Logica;
Disruption in the supply of energy and water, of the internet, computer network and / or telecommunication facilities;
The non-availability of one or more employees;
Machine defects, including computer equipment;
import, export, and / or transit prohibited;
not obtaining the required permits; and / or
as well as the circumstances, as a result of which the normal course of the business is impeded as a result of which the fulfillment of the Agreement by Social Logica cannot reasonably be expected of it.
In the event of force majeure, Social Logica is entitled to extend the delivery time of goods or data for the duration of the obstacles.
In the event of force majeure, Social Logica is entitled to temporarily suspend the fulfillment of its obligations under the relevant Agreement vis-à-vis the Customer until those circumstances or facts have ceased. If these circumstances or facts persist for longer than ninety (90) days or are likely to persist, Social Logica is entitled to dissolve the Agreement in whole or in part, without being obliged to pay any compensation to the Customer.
Article 9. Technical requirements
If the products to be supplied in the Netherlands are to be used outside the Netherlands or are to be implemented, Social Logica is not responsible for the products to be supplied complying with the technical requirements, standards and / or regulations imposed by laws or regulations. of the country where the products must be used and Social Logica is never liable for any direct or indirect damage that results from this.
All other technical requirements that are placed on the goods to be delivered by the Customer and which deviate from the normal requirements must be explicitly stated by the Customer at the time the Agreement is concluded.
Article 10. Prices and rates
All prices and rates stated by Social Logica are in euros and exclusive of VAT and other government levies unless explicitly stated otherwise.
The prices and rates stated by Social Logica are exclusive of travel, accommodation, packaging, delivery or shipping costs and administration costs unless explicitly stated otherwise. For shipments outside the Netherlands, Social Logica is entitled to charge the Customer an additional surcharge.
Social Logica is entitled to pass on to the Customer price changes that occurred after the quotation was sent.
If Social Logica has made or will incur calculation costs or design costs at the request of the Customer, Social Logica is authorized to pass on these costs to the Customer.
If Social Logica intends to change its fee, price or rate, it will inform the Customer of this as soon as possible.
Article 11. Payment
Invoices from Social Logica must be paid within 14 days after the invoice date.
The customer must make all payments in euros.
Social Logica has the right to oblige the Customer to pay in advance and to set other payment terms for the Customer, whether or not in consultation with the Customer.
Social Logica is authorized to invoice in parts. Social Logica is entitled to invoice its Services on a monthly basis for the value that is proportional to the services provided, or to charge the Services already performed monthly to the Customer in accordance with the usual hourly rate of Social Logica.
In the event of non-payment or late payment by the Customer, the Customer owes Social Logica from the day on which the payment should have been made at the latest, up to the day of payment, interest on the outstanding amount of 8% per month, unless the statutory interest pursuant to Section 6: 119a of the Dutch Civil Code is higher, in which case the statutory interest will be used, whereby a month that has commenced will be charged for a full month.
Costs that Social Logica must incur on behalf of the Customer that, in view of their size, should not be borne by Social Logica on an advance basis, must be received by Social Logica from the Customer before the time when Social Logica is obliged to pay these costs. This includes, for example, the costs for commercial production costs, website production costs and (ether) media costs.
In the event of payment default, Social Logica is entitled to suspend the execution of the Agreement - in the broadest sense of the word - with the Customer and all related agreements or to terminate the Agreement. The Customer hereby expressly accepts the consequence that in the event of late payment of the invoices from Social Logica, Social Logica is entitled to render all its Services, software provided to the Customer and the Customer's website inaccessible to the Customer and third parties. In the event that Social Logica suspends its obligations and / or makes its Services inaccessible, the Customer remains bound to his payment obligations.
Customer has the duty to report inaccuracies in provided or specified payment data directly to Social Logica.
Social Logica is at all times entitled to demand security from the Customer for the correct and timely fulfillment of his / her payment obligations.
Social Logica is entitled, apart from the principal and interest, to claim all costs, both judicial and extrajudicial, caused by non-payment, including but not limited to the costs of a lawyer and / or collection agency, whereby the collection costs Amounts to 15% of the outstanding invoices of the Purchaser, with a minimum amount of € 150.00 per collection excluding VAT.
The customer is not entitled to set-off or suspension of any payment or amounts due, for whatever reason.
In the event of bankruptcy, whether or not provisional moratorium, application of the legal debt rescheduling scheme or receivership of the Customer, the claims of Social Logica and the obligations of the Customer towards Social Logica are immediately claimable.
Article 12. Investigation and Right of Advertising
On or immediately after delivery of the Services and / or products of Social Logica, the Customer must investigate whether the delivered goods, goods and data (transfer) comply with the Agreement, thereby including the information provided by Social Logica. software provided supplied 'as is'.
The provisions of this article do not apply if the Agreement relates to:
customized products; and / or
sealed software / software of which the Customer has broken the seal.
The Customer cannot invoke non-compliance with the Agreement if the Customer omits the investigation as described in the preceding paragraph of this article or if Social Logica has not notified the defects within one month of discovering the defects.
Social Logica must be given the opportunity to check submitted complaints. If agreed, a Written declaration will be drawn up that must be signed by both Parties.
Customer may only return delivered goods after prior permission from Social Logica. The costs thereof are for the account of the Customer.
Social Logica has the right at its own discretion to replace the products after they have been returned in their original condition, unless Social Logica explicitly waives this, to repair the products or to repay the fee paid for the products in question to the Customer.
If the complaint is justified in the opinion of Social Logica, Social Logica will either pay fair compensation up to the invoice value of the delivered goods or services, or replace the goods or services free of charge after the original condition has been returned. Social Logica is not obliged to pay any further compensation for damages or expenses of any kind.
Article 13. Liability
The customer is obliged to strictly observe the regulations and / or instructions regarding the method of storage, handling and application of the delivered products, data and services.
Social Logica is not liable for the costs and damage that have arisen as a direct or indirect consequence of:
Force majeure, as described in Article 8 of these General Terms and Conditions;
Customer's negligence in the maintenance of the used or delivered goods and / or software used by the Customer;
Damage to the delivered goods as a result of mechanical, chemical or biological influences from outside;
Normal wear and tear on the delivered goods as a result of use;
Unsuitable conditions, such as temperature and air humidity in the room in which the delivered goods are installed and / or delivered or delivered;
Any other external cause that cannot reasonably be attributed to Social Logic;
Social Logica is not liable for indirect damage and is only liable for direct damage if it is caused by gross negligence or intent of Social Logica.
Social Logica is not liable for damage resulting from improper use, such as non-compliance with security regulations or technical regulations and the use of goods or products for purposes for which they are not intended, or of a use of goods that cannot reasonably be expected to occur. to be expected.
Without prejudice to the foregoing, the liability of Social Logica is always limited to the price for the relevant goods or services.
Social Logica makes every effort to keep its products and Services including the transfer thereof free from malware, including viruses, or D-DoS attacks, but is never liable for this.
Social Logica is never liable for damage caused by outages, disruptions, disabling of data, loss of data at the hosting provider and third parties engaged by Social Logica regardless of the cause.
Article 14. Liability and indemnification of third parties
The liability for Services of Social Logica for the benefit of the Customer, who has outsourced Social Logica to a third party, is limited to the amount that Social Logica can recover from that third party. Social Logica will do all that is, respectively, to provide the Buyer with all cooperation that can be required from Social Logica in order to obtain the highest possible compensation from the third party concerned.
The customer indemnifies Social Logica against all third-party claims that are related to the work and Services performed under the Agreement.
Execution of Services
Article 15. General
All obligations resting on Social Logica vis-à-vis the Customer are obligations of best efforts and under no circumstances are results obligations.
To the extent that provisions in this section relate to specific services, these provisions only apply when the relevant service is purchased.
Customer undertakes to enable Social Logica to be able to perform (partial) deliveries, whether or not by installing or activating the software recommended by Social Logica or purchasing hardware for the use of the Services and / or products of Social Logica .
The Buyer provides Social Logica in a timely manner with all information and data that is / are necessary for the implementation of the Agreement, including but not limited to data about the IT environment of the Buyer, or of which the Buyer knows or should reasonably understand that these are necessary for the implementation of the Agreement. the agreement.
If the data and / or information as described in the preceding paragraph is not or not provided by the Customer on time, Social Logica has the right to charge any (delayed) costs as a result thereof to the Customer.
If the Purchaser uses its own staff and / or auxiliaries in the context of cooperating in the implementation of the Agreement, this staff and these auxiliaries will have the necessary knowledge, expertise and experience.
If it has been agreed that the Client will make equipment, software, materials including images or texts or other types of data or information on information carriers available to Social Logica, these shall meet the specifications necessary for the execution of the Agreement. Customer warrants that no rights, including intellectual property rights, of third parties oppose the provision or use of such equipment, software, materials or data and will indemnify Social Logica against any action based on the claim that such make available or uses infringes any promotion based on any rights of third parties.
Customer is responsible for the correct choice of computer, data or telecommunication facilities and for the timely and complete availability thereof.
If employees of Social Logica perform work at the location of the Customer, the Customer shall provide the necessary facilities and their availability free of charge, including but not limited to a workspace with sufficient computer, data and telecommunication facilities, including access to the internet with sufficient transport capacity. The workspace and facilities will meet all legally applicable requirements regarding working conditions.
Article 16. Approval
All products to be produced by Social Logica for the benefit of the Customer, such as promotional material, websites, strategies, storyboards, scripts, videos, and marketing plans, are submitted to the Customer for approval by Social Logica. If the Customer has objections to the implementation of the products presented, the Customer must express these objections within 24 hours of having received these products. If the Customer does not express his / her objections within this period, the Customer is deemed to have granted his / her approval.
In the event that the Customer expresses his / her objections in time, Social Logica will make the necessary adjustments to the product and submit the adjusted product to the Customer for approval as described in the previous paragraph of this article as soon as possible.
Article 17. Engaging and transferring third parties
Rights from any Agreement with Social Logica are not subject to transfer or establishment of a lien or other limited rights. This clause has property law effect.
Social Logica is authorized to have the Agreement fully or partially executed by a third party.
Social Logica is authorized to execute legal acts on behalf of the Customer to implement the Agreement, such as, but not limited to, accepting (license) conditions from third parties. The Customer is obliged to provide a proper power of attorney at the first request of Social Logica or to perform the necessary (legal) act (s) itself.
Article 18. Services relating to software maintenance, the IT environment of the Customer and the website of the Customer
All incidents, disruptions or other circumstances that cause the software of Social Logica or the website of the Customer not to function properly must be processed as soon as possible. possibly be reported to Social Logica by e-mail. Social Office will make every effort within office hours to resolve the disruption, incident or other obstructing circumstances as quickly as possible. For work performed by Social Logica outside office hours at the request of the Customer, the Customer owes a surcharge of a maximum of 100% of the price of the service.
The Customer accepts the consequence that if Social Logica must carry out repair work within the IT environment of the Customer, with the software provided to the Customer by Social Logica for the implementation of the Agreement and/or within the website of the Customer, the aforementioned IT environment, software and/or website is temporarily disabled. In that case, Social Logica is not liable under any circumstances for any damage that the Customer may suffer as a result.
Article 19. Hosting and related services
If the hosting service is (also) intended to provide services relating to storage and/or transfer of material supplied by the Customer to third parties, such as in the case of web hosting or e-mail services, the provisions of this article also apply.
Any guarantee regarding the hosting is provided by the hosting provider involved. Social Logic is never bound to anything more or anything else.
Customer will not publish or offer information via (the servers of) Social Logica that is contrary to Dutch law. This includes in particular but not exclusively information that is offered without the permission of the copyright holder (s), information that is libelous, threatening, abusive, racist, hate or discriminatory, information that contains child pornography and / or information that protects privacy violates or results in a form of stalking, as well as hyperlinks, torrents or other references to such information on third-party websites anywhere in the world.
In the event of repeated (justified) complaints about the information offered by the Buyer, Social Logica is entitled to terminate and / or terminate the hosting agreement, without being obliged to pay any form of compensation to the Buyer.
Customer refrains from damaging the servers. The Customer is forbidden to start processes or programs, whether or not via the server, which the Customer knows or can reasonably suspect that this impedes Social Logic or internet users or causes damage.
Without permission from Social Logica, the Customer is forbidden to disclose the user names and / or passwords provided by Social Logica to third parties.
Social Logica can set a maximum for the amount of storage space or data traffic per month that the Customer may use in the context of the hosting services. If this maximum is exceeded, Social Logica is authorized to charge an additional amount.
No liability exists for consequences of not being able to send, receive, store or change data if an agreed limit for storage space or data traffic has been reached.
The Customer hereby grants Social Logica an unlimited and unconditional (sub) license to distribute, store, pass on and / or copy all materials distributed by the Customer via the systems of Social Logica in any way deemed appropriate by Social Logica, however only to the extent that this is reasonably necessary for the fulfillment of the hosting agreement by Social Logica.
Social Logica is authorized to engage a third party for hosting. Social Logica can act as a reseller in this case.
Article 20. Search engine optimization and Adwords
If the Customer uses Social Logica for search engine optimization, the Customer and Social Logica agree on an optimization agreement.
Social Logica has the right to dissolve and / or cancel the optimization agreement with immediate effect, without being obliged to pay any form of compensation to the Customer, if:
Customer makes structural changes to the website without the consent of Social Logica;
Customer modifies the domain; and / or the
Customer takes the website offline or moves it to another domain name.
If the Customer transfers a website from him/her and/or sells it to a third party, the Customer is obliged to transfer the optimization agreement to the relevant third party. If the Customer does not transfer the optimization agreement, the Customer will owe the full fee to Social Logica at the value of the result that was achieved upon full implementation of the optimization agreement.
Customer and Social Logica can agree on an AdWords campaign for an indefinite period. If the Customer cancels and / or terminates this agreement, no refund will be made.
Customer authorizes Social Logica to act on behalf of Customer for link building.
Article 21. Social media
The Customer authorizes Social Logica to post messages on social media for commercial purposes. To this end, the Customer will provide Social Logica with all necessary passwords and account details and gives Social Logica the right to change passwords for social media accounts.
At the end of the Agreement, Social Logica will provide the Client with all passwords for the social media accounts, provided that Social Logica is duly compensated for all Services provided by it and the Customer has fulfilled all its financial obligations to Social Logica.
Article 22. Intellectual property rights
All intellectual property rights on the products developed by Social Logica or made available by Social Logica to the Customer, including preparatory material such as, but not limited to, designs, calculations, drawings, data, all changes made thereto and additions as well as any copies of the aforementioned products are exclusively held by Social Logica, its licensors or its suppliers.
The intellectual property rights that may rest on all products made/designed under the Agreement, including preparatory material, such as - but not limited to - designs, calculations, drawings, (organization of) data, promotional material, websites, domain names and/or means of discrimination, rest with Social Logica. Insofar as the Customer becomes the beneficiary of these products, the intellectual property rights that may rest on them are transferred to Social Logica in advance. If the Customer requires cooperation to ensure that the intellectual property rights to the aforementioned products are vested in Social Logica, the Customer will immediately cooperate with this and the Customer grants Social Logica a power of attorney for this transfer (whether or not in advance). to achieve.
A separate deed is required for the transfer of intellectual property rights by Social Logica to the Customer. Transfer never takes place implicitly.
If Social Logica grants user rights to use, this user right always includes, but is not limited to, the following limitations:
Customer is not permitted to use the software and documentation for third parties or to use them for third parties;
the Customer is not permitted to change the software and the documentation or to adjust them;
user rights that Social Logica provides to the Customer will the duration of the Agreement not exceed between the Customer and Social Logica.
During the duration of the relationship, the Customer is not entitled to any further or different use of the order manufactured by Social Logica than the previously agreed use. If nothing has been agreed in this regard, the first use will be considered as agreed.
The Customer is not permitted to remove any designation regarding copyrights, brands, trade names or other rights of (intellectual) property from the software and the documentation or other material of Social Logica without Written permission from Social Logica.
Social Logica has the right to use the Purchaser's name for promotional purposes.
Social Logica reserves the right to use any knowledge that may have increased as a result of the implementation of the Agreement for other purposes, provided that no confidential information is disclosed to third parties.
Social Logica will never be liable for infringement of intellectual property rights of third parties through the use of brands, models and other data made available by the Customer or on behalf of the Customer for the implementation of the Agreement.
If it is recognized by Social Logica or it is established by a Dutch court in a legal case in a decision that is no longer appealable that any case delivered by Social Logica does infringe the rights of third parties as referred to here, Social Logica will consider the case take back. Customer is obliged to cooperate in the return of the matter or work concerned.
Social Logica is entitled to keep back-up copies of the software or to make it for temporary use or for security in the implementation of the Agreement.
Social Logica is entitled to sign the work commissioned and has the right to state its name when publishing the work produced.
Social Logica can make software or services from third parties available to the Customer. The (license) conditions of those third parties apply to them, with the exception of the provisions deviating from these in the present conditions and an Agreement concluded between the Customer and Social Logica. Customer guarantees that he/she accepts these terms and conditions of third parties and will strictly comply with them. If and insofar as the aforementioned terms and conditions of third parties in the relationship between the Customer and Social Logica are deemed to be inapplicable for whatever reason or are declared inapplicable, the provisions of these General Terms and Conditions will apply in full.
If the Customer or Social Logic uses open source software, only the license conditions associated with the relevant open-source software apply. With regard to the use of open-source software, no agreement is concluded between the Customer and Social Logica.
Social Logica is entitled to register the trade name of the Customer or any other (whether or not developed by Social Logica) means of discrimination of the Customer in the name of Social Logica as a trademark. Social Logica may charge the costs of this to the Customer. Customer will receive a license from Social Logica for the duration of the Agreement for the use of the trademark registered by Social Logica. If the Customer does not meet its obligations under the Agreement, Social Logica may derive from a notification and/or action by the Customer that the Customer will not comply with its obligations under the Agreement or any form of termination (including, but not limited to, termination and termination of the Agreement by the Customer is not recognized by Social Logica, Social Logica is entitled to oppose the brand registered by Social Logica to the Customer, on the understanding that the license for the use of the aforementioned brand (whether temporary or not, such Social Logica may choose to be withdrawn by Social Logica, whereby the Customer is prohibited from using the brand. In the latter case, the Purchaser waives in advance the possible invocation of his / her trade name right to prevent the appeal to the aforementioned trademark right of Social Logica. Upon termination of the Agreement, the Customer is only entitled to use a brand registered by Social Logica for the implementation of the Agreement, if the Customer and Social Logica have expressly agreed to this and Social Logica is duly compensated for all services that Social Logica has performed for the benefit of the Customer.
All licenses granted to the Customer for the implementation of the Agreement are inextricably linked to the implementation of the Agreement. A termination, termination and/or any other form of termination of the Agreement also includes the termination, termination or any other form of termination of the licenses granted to the Customer for the performance of the Agreement.
Article 23. Confidentiality
Both Social Logica and the Purchaser are obliged to maintain confidentiality during the term and after the termination of the Agreement regarding all facts and specifics concerning the company of the other person he or she knows or can reasonably suspect is confidential.
During the term and after the termination of this Agreement, the Customer is bound to strict confidentiality with regard to both (the company (s) of) Social Logica and also (the company (s) of) trade relationship/clients of Social Logica or with its affiliated companies. The Customer keeps the source code and object code of Social Logica or service suppliers confidential if the Customer has a source or object code. This duty of confidentiality also includes all data of employees, clients, customers and other relations that have been made aware of under the Agreement and resulting correspondence.
Social Logica has the right to demand a separate confidentiality statement from employees of the Customer and / or third parties engaged by the Customer.
Article 24. Privacy and cookies
The data and information that the parties provide to each other must be stored carefully and confidentially.
Social Logica treats the Personal Data provided to it in accordance with the relevant privacy legislation, which in any case means the Personal Data Protection Act and the European General Data Protection Regulation. The parties will conclude a separate processing agreement with regard to the processing of Personal Data.
When visiting a website or application that manages Social Logica, information from the Customer about the use of the website in question can be collected through cookies. The information and data that Social Logica collects via cookies can be used for functional, analytical or commercial purposes. Customer is responsible for the preparation of a proper cookie statement.
Social Logica may only use the Personal Data of the Customer in the context of the performance of the Agreement or the handling of a complaint.
Social Logica will not provide the Personal Data of the Customer to third parties or make it public in any other way without the consent of the Customer unless and to the extent that there is a legal obligation to do so.
The Customer accepts that Social Logica will approach the Customer for statistical research or customer satisfaction research, unless the Customer indicates in advance that he or she does not wish to be charged.
The person to whom the Personal Data processed by Social Logica relates, has the right to submit a request to Social Logica for inspection, correction and / or removal of his Personal Data. Social Logica will inform the Customer of this request. The customer is responsible for responding to this request within 4 weeks and must state the reasons for any refusal of this request.
Social Logica reserves the right to use the other data of the Customer anonymously for (statistical) research.
Duration and end of the Agreement
Article 25. Duration, termination and cancellation
The Agreement is entered into for an indefinite period with a notice period of 3 months, unless the nature of the Agreement dictates otherwise or if the parties have explicitly agreed otherwise In Writing.
If a specific term is agreed upon, the Agreement will be automatically extended by the same term at the end of this term, unless a Party indicates by registered letter no later than three months before the end of the first term that it does not wish to extend the Agreement.
Social Logica may terminate or terminate the Agreement with immediate effect, inter alia but not exclusively in the following cases:
when the business of the Customer is liquidated voluntarily or involuntarily;
an application has been made for the bankruptcy of the Buyer or if the Buyer is declared bankrupt;
when a change of control occurs at the Customer or within the customer's group;
Customer requests or obtains a moratorium on payments;
the statutory debt restructuring scheme is declared applicable to the Customer;
seizure is made on all or part of Buyer's property or assets;
if other circumstances arise in which the continuation of the Agreement cannot reasonably be required by Social Logica;
if there is a reasonable suspicion in Social Logica that the Customer will not or cannot properly comply with the Agreement. In the aforementioned cases, Social Logica is authorized to suspend further implementation of the Agreement, without prejudice to Social Logica's right to compensation.
If the Customer returns the goods delivered, the Customer must return the goods in proper packaging. The return costs are for the risk and account of the Customer.
If the item cannot be delivered and / or the Service cannot be provided, Social Logica will inform the Customer of this as soon as possible.
Article 26. Settlement Agreement
All designs, reproduction materials, texts, descriptions, artistic performances, films, source object codes and other (publicity) materials that are at the end of the relationship with Social Logica will be transferred by Social Logica to the Customer upon request. , after all that the Customer owes Social Logica (for whatever reason) has been paid and after Social Logica has been sufficiently compensated for this transfer and for its Services, with due observance of art. 23 and 24 of these Terms and Conditions. In that case, Social Logica will also give any media Written instruction to transfer the remaining remnants of the contracted media space / time to the Customer or a third party to be designated by the Customer.
If the relationship between the Customer and the Social Logic ends - for whatever reason - these General Terms and Conditions will continue to govern the legal relationship between the parties, insofar as this is necessary for the settlement of the relationship.
Other and final provisions
Article 27. Applicable law and competent court
Dutch law applies exclusively to all legal relationships between parties.
The applicability of the Vienna Sales Convention is excluded.
With regard to disputes, only the Dutch court has jurisdiction and only the court competent for Social Logica is competent in the first instance unless Social Logica brings the dispute before the court competent for the Customer.