GENERAL T ERMS AND CONDIT IONS
From the private company with limited liability The Social Selling Company B.V., also operating under the names ‘SSC domiciled and holding office at 1411 AW Naarden, Amsterdamsestraatweg 5.
3. 4. 5. 6.
1 – Definitions
In these General terms and Conditions the following is understood by: User: the private company with limited liability The Social Selling Company B.V.; Other party: the person or firm that has accepted the validity of these General terms and conditions by signing an agreement in writing or by other means, more specifically in an electronic manner;
Advice: the result of the user’s activities;
Document s: data carriers in whichever form or shape;
Assignment : the agreement bet ween user and the other part y
Leads: to effect the conversion of the 2nd-line contacts on LinkedIn into1st-line contacts.
2 – Applicability On each agreement and voucher bet ween user and other party these General
Terms and Condit ions are applicable, unless otherwise agreed upon in writing.
The stipulated in the preceding clause will be applicable t o (either more specific or additional) agreement s and/or vouchers bet ween user and other part y in which the applicability of the General terms and Condit ions has not been (explicitly) invoked.
St ipulat ions deviat ing f rom t hese General T erms and Condit ions must be agreed upon in writ ing and will only be binding f or t he specif ic agreement f or which t he deviat ions have been agreed upon.
IfeitheroneormoreofthestipulationsintheseGeneralTermsandConditions or t he agreement s are void or may not be enf orced ot herwise, t he ot her st ipulat ions will remain in f orce wit hout prejudice. Part ies will, in t hat inst ance, do their utmost to come to an agreement about a stipulation that will approach t he aim of t he void st ipulat ion(s) as closely as possible.
T he applicabilit y of any general t erms and condit ions possibly employed by other party, even if in earlier instances other party has referred to these, is rejected unequivocally, which rejection is, through the accept ance of t he applicabilit y of t he Linkedint oresult s General T erms and Conditions, agreed to by other party.
IfoneofmorestipulationsoftheseGeneralTermsandConditionsand/orof t he agreement concluded bet ween part ies should come int o conf lict wit h imperat ive law st ipulat ions, laid down or t o be laid down by t he compet ent aut horit ies, t hen t hese st ipulat ions will be considered t o have superseded t he General T erms and Condit ions’ st ipulat ions concerned, respect ively t he agreement stipulations concerned.
All user’s of f ers, t enders or draf t document s are wit hout any obligat ion, unless ot herwise, explicit ly and in writ ing, indicat ed in t he of f er, t ender or draft.
If not stipulated differently, an agreement with user will not become effective bef ore and as soon as user has eit her accept ed and/or conf irmed, explicit ly and in writ ing, and unless user rescinds t he of f er, t ender or draf t , immediat ely af t er
receipt of t he writ t en accept at ion and/or conf irmat ion.
Article 3 – The assignment 1. User will execute the activities as agreed upon between user and other party,
on t he basis of t he services delivery agreement and t hese General T erms and
Condit ions. 2. If and as soon as any cont radict ion or indist inct ness bet ween t he General
T erms and Condit ions and t his services delivery agreement might arise, t he st ipulat ions f rom t he services delivery agreement will prevail, f ollowed by t hese General T erms and Condit ions.
Art icle 4 – Cust omer/ot her part y obligat ions.
Ot her part y will behave t owards user as a good and caref ul customer.
Other party will timely supply, by and/or on behalf of him, information, data, access t o (digit al) f iles and all ot her inf ormat ion and/or cooperat ion necessary f or user t o execut e t he assignment as required, and ot her part y will vouch f or t he correct ness of t he inf ormat ion and dat a supplied by and/or t hrough him. Ot her part y indemnif ies user against t hird part y liabilit y in t he mat t er of inf ormat ion and dat a. Ot her part y will supply t he inf ormat ion and document at ion or will grant access t o t hese wit hin 24 hours of user’s request f or t hem.
Ot her part y is obligat ed t o alert user immediat ely if he has perceived or would have been able t o perceive any short coming or inaccuracies in t he advice or any f orm of inf ormat ion of user.
Wit hout prior consent by user ot her part y is not allowed t o t ransf er it s right s and obligations partly or as a whole to a third party.
Ot her part y indemnif ies user against t hird part y claims t hat are in any way related to the activities that user is performing for other party.
If and as soon as ot her part y is in def ault regarding it s own obligat ion(s) in regard to this article, user is entitled to suspend its activities and services from that moment onwards and/or ef f ect a (part ial) dissolut ion of t he agreement . In bot h cases t he user’s right t o damages, also encompassing reimbursement of t he loss of prof it , will remain in f ull f orce.
Art icle 5 – User obligat ions 1. User is obligat ed t o execut e it s services and act ivit ies t o it s best knowledge
and abilit ies and as a reasonably compet ent cont ract or. On user t hus lies t he obligat ion t o perf orm t o t he best of it s abilit ies. User explicit ly does not commit it self t o t he f act t hat leads est ablished by t he user will act ually become ot her part y’s client s, cust omers or ot herwise. Af t er est ablishing t he lead, ot her part y and/or it s sales employees will need t o convert t hese leads
T he possible involving and/or bringing in of t hird part ies in t he execut ion of t he activitieswillonlyoccurbymutualagreement betweenuserandotherparty.In t hat case ot her part y will become t he principal f or t his/t hese t hird part y(ies) andotherpartywillbeboundtofulfil allensuingobligations,whenapplicable, and including but not restricted to (social) security, payment of premiums/cont ribut ions, compliance t o immigrat ion laws and so f ort h. User will never and in no way be (held) responsible, nor be liable f or t hese obligat ions and ot her part y will indemnif y user against any liabilit y regarding t his/t hese third party(ies).
T hird part ies, brought in on t he basis of t he previous art icle will execut e t heir act ivit ies f or t heir own account and risk. User does not accept any liabilit y f or t he act ivit ies execut ed by t his/t hese t hird part y(ies).
Article 6 – Payment
In addit ion t o t hat which has been agreed upon by user and ot her part y in t he services delivery agreement regarding payment , t he f ollowing is st ipulat ed.
All cost of judicial and ext ra juridical measures t hat user has t o t ake against other party as a consequence of non-performance of other party of its obligations towards user, will be paid by other party. The costs for extra juridical measures will be det ermined by and based on t he Law and t he “Besluit normering buit engerecht elijke incassokost en” (Order f or st andard rat es f or ext ra juridical collect ion cost s).
If and as soon as ot her part y is in any way in def ault regarding it s obligat ion(s) t owards user, user is ent it led t o suspend his act ivit ies and services f rom t hat moment onwards and/or ef f ect a (part ial) dissolut ion of t he agreement . In bot h cases, t he user’s right t o damages, also encompassing reimbursement of t he loss of prof it , will remain in f ull f orce.
Article 7 – Complaints Complaint s, in any shape, manner of f orm – also about t he services rendered,
t he invoice or ot herwise – have t o be report ed t o user in writ ing and ment ioning t he reasons and nat ure of t he complaint , wit hin 10 working days af t er ot her part y has discovered or could have discovered any inadequacy, inaccuracy or def iciency or, in t he case of invoices, wit hin 10 workings days af t er t he invoice dat e, in def ault of which ot her part y has f orf eit ed all claims regarding t his complaint.
Article 8 – Liability 1. User is never liable f or what ever damage, on any ground what soever, except
for the case of intention, flagrant culpability from the board of directors or a subordinat e of user in a management posit ion. T his exclusion of liabilit y applies irrespect ive of t he legal basis f or t he alleged compensat ion claim, whet her t his concerns liable short comings, t ort , amount s disbursed in error, unjust if ied enrichment , management of anot her’s af f airs or reasonableness and f airness.
2. Wit hout prejudice t o t hat which was st ipulat ed in t he preceding clause of t his art icle, any liabilit y of user concerning loss of prof it , loss of t urnover, damages due t o loss of or damage t o inf ormat ion/dat a and/or f iles or any f orm of indirect damages or consequent ial loss, on any ground what soever, is explicit ly excluded. Likewise any liabilit y by user, wit hout prejudice t o t he preceding clause of t his art icle, on t he ground of any claim based on unjust enrichment or on any ot her legal basis what soever, is excluded.
3. Wit hout prejudice t o what has been st ipulat ed in t he preceding clauses of t his art icle user is not obligat ed t o comply wit h or meet wit h obligat ions due t o rescission af t er t he rescission of t he agreement . Ot her part y is not aut horized t o rescind or dest roy t he agreement .
4. T he ot her part y indemnif ies user against t hird part y (including user’s employees) claims f or damages as a result of unlawf ul or negligent use of t he services rendered t o t he ot her part y and/or user’s act ivit ies on any ground what soever.
5. User is not liable f or t he act ivit ies and/or services and/or damages, execut ed or caused by a t hird part y employed wit h t he assignment .
6. If user would be in any way, shape or form liable for any damages, then these damages will be limit ed t o t he t ot al amount of t he amount s invoiced or charged unt il t he moment t he damage was incurred.
7. Wit hout prejudice t o what has been st ipulat ed in t he preceding clauses any claim of ot her part y on user will expire wit hin one year af t er t he damage (or
st art t hereof ) was incurred. Article 9 – Force majeure
User will not be held to the performance of its obligations if and as soon as a circumst ance comes int o being t hat leads t o f orce majeure on t he side of t he user.
Betweenpartiesthefollowingisestablishedasforcemajeure:anytechnical-, elect rical- or ot her dist urbance t hat result s in t he occurrence of not being able t o execut e any digit al act ivit ies f or more t han one unbroken hour.
Wit h regard t o user in part icular, but not rest rict ed t o t hat , t he possible, illegal and unlawf ul breach by t hird part ies of her digit al dat a in t he broadest sense of t he word, wit h as a possible consequence t hat conf ident ial inf ormat ion belonging t o ot her part y will be acquired by t hird part ies and possibly disclosed, will be regarded as force majeure.
Wit h regard t o user in part icular, but not rest rict ed t o t hat , malf unct ioning equipment , government int erf erence, operat ing t rouble or power disturbances, supplier misconduct and illness of one or more of his employees and ot her personnel brought in by user, will count as f orce majeure f or t he user.
Article 10 – Applicable law
Dut ch law applies t o t his agreement .
All disput es arising f rom t he services delivery agreement and/or t hese General T erms and Condit ions, will be ref erred t o t he compet ent judge of the Noord-Holland court, Haarlem location.