Terms and Conditions

Definitions
- Smart Ads:  SmartAds Agency, located in  Dronten 

under Chamber of Commerce no:  80101100
- Customer: the one with whom  Smart Ads  an agreement has been entered into.
- Parties:  Smart Ads  and customer together.
- Consumer: a customer who is also an individual and who acts as a private person.

Applicability of general terms and conditions
- These terms and conditions apply to all quotations, offers, work, orders, agreements and deliveries of services or products by or on behalf of  smart ads.
- Parties can only deviate from these terms and conditions if they have expressly agreed so in writing.
- The parties expressly exclude the applicability of additional and/or deviating general terms and conditions of the customer or of third parties.

Offers and quotes
- Offers and quotes from  Smart Ads  are without obligation, unless expressly stated otherwise.
- An offer or quotation is maximum   valid, unless a different acceptance period is stated in the offer or quotation.
- If the customer does not accept an offer or quotation within the applicable term, the offer or quotation will lapse.
- Offers and quotations do not apply to repeat orders, unless the parties have expressly agreed this in writing.

Acceptance
- Upon acceptance of a non-binding quote or offer,  Smart Ads  reserves the right to withdraw the quotation or offer within 3 days of receipt of the acceptance, without the customer being able to derive any rights from this.
- Verbal acceptance of the customer commits  Smart Ads  only after the customer has confirmed this in writing (or electronically).

Prices
- All prices that  Smart Ads  uses are in euros, are  inclusive  VAT and exclusive of any other costs such as administration costs, levies and travel, shipping or transport costs, unless explicitly stated otherwise or otherwise agreed.
- All prices on that  Smart Ads  uses for its products or services, on its website or which are otherwise made known, can  Smart Ads  change at any time.
- The price related to a service is determined by  Smart Ads  determined on the basis of the actual hours spent.
- The price is calculated according to the usual hourly rates of  Smart Ads, valid for the period in which he performs the work, unless a different hourly rate has been agreed.
- If the parties for a service provided by  Smart Ads  a total amount has been agreed, this is always a target price, unless the parties have expressly agreed in writing on a fixed price, which cannot be deviated from.
- Smart Ads  is entitled to deviate up to 10% from the target price.
- If the target price is more than 10% higher,  Smart Ads  inform the customer in good time why a higher price is justified.
- If the target price is more than 10% higher, the customer has the right to cancel the part of the order that exceeds the target price plus 10%.
- Smart Ads  has the right to adjust the prices annually.
- Prior to its entrance,  Smart Ads  communicate price changes to the customer.
- The consumer has the right to cancel the agreement with  Smart Ads  cancel if he does not agree with the price increase.

Consequences of not paying on time
- If the customer does not pay within the agreed term, then  Smart Ads  is entitled to charge an interest of 1% per month from the day the customer is in default, whereby a part of a month is counted as a whole month.
- If the customer is in default, he also owes extrajudicial collection costs and any compensation to  smart ads.
- The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.
- If the customer does not pay on time,  Smart Ads  suspend its obligations until the customer has fulfilled its payment obligation.
- In the event of liquidation, bankruptcy, attachment or suspension of payment on the part of the customer, the claims of  Smart Ads  immediately due and payable to the customer.
- If the customer refuses to cooperate with the execution of the agreement by  Smart Ads, then he is still obliged to pay the agreed price  Smart Ads  to pay.

Right of suspension 
Unless the customer is a consumer, the customer waives the right to suspend the performance of any obligation arising from this agreement.

Settlement
Unless the customer is a consumer, the customer waives his right to  Smart Ads  to be set off against a claim on  smart ads.
 
Insurance
- The customer undertakes to sufficiently insure and keep insured the following items against, among other things, fire, explosion and water damage as well as theft:
- delivered goods that are necessary for the execution of the underlying agreement
- business of  Smart Ads  that are present at the customer
- goods delivered under retention of title
- The customer provides at the first request of  Smart Ads  the policy of these insurances for inspection.

Guarantee
When the parties have entered into an agreement of a service-providing nature, it contains  Smart Ads  only best efforts obligations, no result obligations.
 
Performance of the agreement 
- Smart Ads  will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
- Smart Ads  has the right to have the agreed services (partially) performed by third parties.
- The execution of the agreement takes place in mutual consultation and after written agreement and payment of any agreed advance by the customer.
- It is the customer's responsibility that  Smart Ads  can start the execution of the agreement in a timely manner.
- If the customer has not ensured that  Smart Ads  can start the execution of the agreement on time, the resulting additional costs and/or extra hours will be borne by the customer.

Provision of information by the customer 
- The customer makes all information, data and documents relevant for the correct execution of the agreement available to the customer in a timely manner and in the desired form and manner.  smart ads.
- The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, insofar as the nature of the agreement does not dictate otherwise.
- If and insofar as the customer so requests, returns  Smart Ads  the relevant documents.
- Does not inform the customer, not timely or properly  Smart Ads  reasonably required information, data or documents are available and the execution of the agreement is delayed as a result, the resulting additional costs and extra hours will be borne by the customer.

Duration of the agreement 
- The agreement between  Smart Ads  and the customer is entered into for the duration of the agreed months, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
- If an agreement has been entered into for a definite period, it will be tacitly converted into an agreement for an indefinite period after the expiry of the term, unless one of the parties terminates the agreement with due observance of a notice period of   months, or a consumer terminates the agreement with due observance of a notice period of 1 month, then the agreement ends by operation of law.
- If the parties have agreed on a term for the completion of certain work within the term of the agreement, this is never a strict deadline. If this term is exceeded, the customer must  Smart Ads  default in writing. 

confidentiality 
- The customer keeps any information that he (in whatever form) of  Smart Ads  receives secret.
- The same applies to all other information regarding  Smart Ads  from what  he knows or can reasonably suspect that it is secret or confidential, or of what he can expect to be disseminated  Smart Ads  can cause damage.
- The customer takes all necessary measures to ensure that he also keeps the information referred to in paragraphs 1 and 2 secret.
- The duty of confidentiality described in this article does not apply to information:
- which was already public before the customer learned this information or which has subsequently become public without being the result of a breach of the customer's duty of confidentiality
- which is made public by the customer on the basis of a legal obligation
- The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its expiry.

penalty clause
- If the other party violates the article of these general terms and conditions about confidentiality or about intellectual property, he forfeits an immediately due and payable fine for each violation for the benefit of the trade name.
- if the other party is a consumer, this fine is € 1,000
- if the other party is a legal person, this fine is € 5,000
- In addition, the other party forfeits an amount of 5% of the amount referred to in paragraph 1 for each day that the violation continues.
- No prior notice of default or legal proceedings are required for the forfeiture of this fine. There is also no need for any kind of damage.
- Forfeiture of the fine referred to in the first paragraph of this article does not affect the other rights of  Smart Ads  including his right to claim damages in addition to the fine.
 

Disclaimer 
The customer indemnifies  Smart Ads  against all claims of third parties in connection with the  Smart Ads  delivered products and/or services.
 
Complaints
- The customer must submit a  Smart Ads  to examine the delivered product or service as soon as possible for any shortcomings.
- If a delivered product or service does not meet what the customer could reasonably expect from the agreement, the customer must  Smart Ads  as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
- Serving consumers  Smart Ads  at the latest within 2 months after the discovery of the shortcomings.
- The customer provides as detailed a description as possible of the shortcoming, so that  Smart Ads  is able to respond appropriately.
- The customer must demonstrate that the complaint relates to an agreement between the parties.
- If a complaint relates to ongoing work, this can in any case not lead to  Smart Ads  can be held to perform other work than has been agreed.

Notice of default
- The customer must notify notice of default in writing to  smart ads.
- It is the customer's responsibility that a notice of default  Smart Ads  actually reached (on time).

Joint and several liability customer
if  Smart Ads  enters into an agreement with several customers, each of them is jointly and severally liable for the full amounts that it pays under that agreement  Smart Ads  to owe.
 
Liability  Smart Ads
- Smart Ads  is only liable for any damage suffered by the customer if and insofar as that damage is caused by intent or willful recklessness.
- In the event that  Smart Ads  is liable for any damage, it is only liable for direct damage arising from or related to the performance of an agreement.
- Smart Ads  is never liable for indirect damage, such as consequential damage, loss of profit, lost savings or damage to third parties.
- In the event that  Smart Ads  is liable, this liability is limited to the amount that is paid out by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damage amount, the liability is limited to the (part of the) invoice amount to which the liability relates. has.
- All images, photos, colours, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot give rise to compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation .

Expiration period
Any right of the customer to compensation from  Smart Ads  lapses in any case 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.
 
Right to dissolution
- The customer has the right to dissolve the agreement when  Smart Ads  imputably fails to fulfill its obligations, unless this shortcoming does not justify termination due to its special nature or minor significance.
- Is the fulfillment of the obligations by  Smart Ads  not permanently or temporarily impossible, then dissolution can only take place after  Smart Ads  is in default.
- Smart Ads  has the right to dissolve the agreement with the customer if the customer does not fully or not timely fulfill its obligations under the agreement, or if  Smart Ads  knowledge  has taken from circumstances that give him good grounds to fear that the customer will not be able to fulfill his obligations properly.

Force of the majority
- In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming of  Smart Ads  in the fulfillment of any obligation towards the customer  Smart Ads  can be imputed in any of the wills of  Smart Ads  independent situation, as a result of which the fulfillment of its obligations towards the customer is wholly or partially prevented or as a result of which the fulfillment of its obligations does not reasonably apply.  Smart Ads  may be required.
- The force majeure situation referred to in paragraph 1 also includes - but is not limited to: a state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); default and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom outages; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
- If a force majeure situation occurs as a result of which  Smart Ads  cannot fulfill one or more obligations to the customer, those obligations will be suspended until  Smart Ads  can meet again.
- From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
- Smart Ads  does not owe any (damage) compensation in a force majeure situation, not even if it benefits from any advantage as a result of the force majeure situation.

Amendment of the agreement 
If after the conclusion of the agreement it appears necessary for its implementation to change or supplement its content, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
 
Change of terms and conditions
- Smart Ads  is entitled to amend or supplement these general terms and conditions.
- Minor changes can be made at any time.
- Major substantive changes will  Smart Ads  discuss with the customer as much as possible in advance.
- Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.

Transfer of rights
- Rights of the customer under an agreement between the parties cannot be transferred to third parties without the prior written consent of  smart ads.
- This provision applies as a stipulation with property law effect as referred to in Section 3:83(2) of the Dutch Civil Code.

Consequences of nullity or voidability
- If one or more provisions of these general terms and conditions prove to be invalid or voidable, this will not affect the other provisions of these terms and conditions.
- A provision that is null or voidable will in that case be replaced by a provision that comes closest to what  Smart Ads  had in mind when drafting the conditions on that point.

Applicable law and competent court
- Only Dutch law applies to every agreement between the parties.
- The Dutch court in the district where  Smart Ads  is established / has its practice / has its office is exclusively authorized to take cognizance of any disputes between the parties, unless the law prescribes otherwise.

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Prepared on  13  August 2020.