Article 1 – Definitions

  1. The Retail Media Hub, having its registered office in Amsterdam, Chamber of Commerce number 77810708, is referred to in these general terms and conditions as the service provider.
  2. The counterparty of the service provider is referred to in these general terms and conditions as the client.
  3. The service provider and the client are collectively referred to as the parties.
  4. The agreement refers to the agreement for the provision of services between the parties.

Article 2 – Applicability of General Terms and Conditions

  1. These terms and conditions apply to all offers, quotations, activities, agreements, and deliveries of services or goods by or on behalf of the service provider.
  2. Deviations from these terms and conditions are only valid if expressly agreed upon in writing by the parties.
  3. The agreement always involves a best-efforts obligation for the service provider, not a result obligation.

Article 3 – Payment

  1. Invoices must be paid within 30 days of the invoice date unless the parties have agreed otherwise in writing or a different payment term is stated on the invoice.
  2. Payments must be made without any right to suspension or set-off by transferring the amount due to the bank account specified by the service provider.
  3. If the client does not pay an invoice within the agreed term, they are in default by operation of law, without requiring a notice of default. From that moment, the service provider is entitled to suspend its obligations until the client has fulfilled their payment obligations.
  4. If the client remains in default, the service provider will proceed to collect the claim. The costs associated with this collection are borne by the client. In the event of default, the client owes statutory (commercial) interest, extrajudicial collection costs, and other damages in addition to the principal amount. Collection costs are calculated in accordance with the Dutch Decree on Compensation for Extrajudicial Collection Costs.
  5. In the event of liquidation, bankruptcy, seizure, or suspension of payment of the client, the claims of the service provider are immediately due and payable.
  6. If the client refuses to cooperate with the execution of the assignment by the service provider, they are still obliged to pay the agreed price.

Article 4 – Offers and Quotations

  1. Offers made by the service provider are valid for a maximum of 6 months unless a different acceptance period is stated in the offer. If the offer is not accepted within that period, it will lapse.
  2. Delivery times stated in quotations are indicative and do not entitle the client to dissolution or compensation unless the parties have expressly agreed otherwise in writing.
  3. Offers and quotations do not automatically apply to repeat orders. The parties must agree on this in writing.

Article 5 – Prices

  1. Prices stated in offers, quotations, and invoices are exclusive of VAT and other government levies unless explicitly stated otherwise.
  2. The prices of goods are based on known cost prices at the time. Increases not foreseeable at the time of the offer or conclusion of the agreement may lead to price increases.
  3. For services, the parties may agree on a fixed price when concluding the agreement. If no fixed price is agreed upon, the rate will be based on actual hours worked, calculated at the usual hourly rates of the service provider, unless otherwise agreed.
  4. If no hourly rate is agreed upon, an indicative price will be used, which the service provider may exceed by up to 10%. If the increase exceeds 10%, the service provider must inform the client in time and justify the increase. The client may then cancel the part of the assignment exceeding the indicative price plus 10%.

Article 6 – Price Indexation

  1. Prices and hourly rates are based on the pricing level at the time of the agreement. The service provider may adjust the rates annually on January 1st.
  2. Adjusted prices, rates, and hourly wages will be communicated to the client as soon as possible.

Article 7 – Information Provision by the Client

  1. The client shall provide all information relevant to the execution of the assignment.
  2. The client must provide all data and documents the service provider deems necessary, timely, and in the desired format.
  3. The client guarantees the correctness, completeness, and reliability of the provided information, even if it comes from third parties.
  4. The client indemnifies the service provider against any damages resulting from non-compliance with this article.
  5. Upon request, the service provider will return documents to the client.
  6. If the client fails to provide the necessary information on time or properly, resulting in delays, the additional costs and fees will be borne by the client.

Article 8 – Withdrawal of Assignment

  1. The client may terminate the assignment at any time.
  2. If the client withdraws the assignment, they must pay the agreed fee and expenses incurred by the service provider.

Article 9 – Execution of the Agreement

  1. The service provider shall perform the agreement to the best of its ability and in accordance with professional standards.
  2. The service provider may have tasks carried out by third parties.
  3. Execution will take place in consultation and after written approval and, if applicable, after advance payment.
  4. It is the client’s responsibility to ensure the service provider can start the assignment on time.

Article 10 – Duration of the Assignment

  1. The agreement is entered into for an indefinite period unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.
  2. If a term for specific work is agreed upon, it is never a strict deadline. If this term is exceeded, the client must notify the service provider in writing.

Article 11 – Amendment of the Agreement

  1. If it becomes necessary to amend or supplement the assignment, the parties will adjust the agreement accordingly.
  2. Amendments may affect the completion time. The service provider will inform the client as soon as possible.
  3. If amendments affect price or quality, the service provider will inform the client in writing.
  4. If a fixed fee is agreed upon, the service provider will indicate if the amendment affects this fee.

Article 12 – Force Majeure

  1. In addition to Article 6:75 of the Dutch Civil Code, a failure by the service provider to meet obligations is not attributable if caused by circumstances beyond its control, including supplier failures, power outages, viruses, strikes, severe weather, or work stoppages.
  2. In such cases, obligations are suspended. If the situation lasts longer than 30 days, either party may terminate the agreement in writing.
  3. No compensation is owed, even if the service provider benefits from the force majeure.

Article 13 – Set-off

The client waives the right to offset any debt to the service provider against any claim on the service provider.

Article 14 – Suspension

The client waives the right to suspend the fulfillment of any obligation arising from this agreement.

Article 15 – Transfer of Right

Rights from this agreement may only be transferred with prior written consent from the other party. This clause has proprietary effect as per Article 3:83(2) of the Dutch Civil Code.

Article 16 – Lapse of Claims

Any right to compensation for damages caused by the service provider lapses 12 months after the event giving rise to the liability, except as provided in Article 6:89 of the Dutch Civil Code.

Article 17 – Warranty

This agreement involves a service obligation only, not a result obligation, for Adswag B.V.

Article 18 – Insurance

The client must insure goods necessary for the agreement, as well as the service provider’s goods in their possession, against damage, fire, explosion, water, and theft.
The client shall provide the insurance policy upon request.

Article 19 – Liability for Damage

  1. The service provider is not liable for damages unless caused by intent or gross negligence.
  2. If liable, the compensation is limited to the fee paid.
  3. Liability is limited to what is paid out by the professional liability insurance, plus any deductible.
  4. This also applies to equipment, software, or data used by the service provider.
  5. Liability for intent or recklessness by the provider or its management is not excluded.

Article 20 – Client’s Liability

  1. If more than one person gives the assignment, all are jointly liable.
  2. If a natural person gives the assignment on behalf of a legal entity, they may also be personally liable if they are considered a policymaker. In the event of non-payment by the legal entity, this person is also personally liable.

Article 21 – Indemnification

The client indemnifies the service provider against third-party claims related to the goods and/or services provided.

Article 22 – Complaints

  1. The client must report complaints in writing immediately.
  2. A complaint never entitles the client to demand additional services beyond what was agreed.

Article 23 – Retention of Title, Right of Suspension, and Right of Retention

  1. Delivered goods remain the property of the service provider until full payment is made.
  2. If prepayments are not made on time, the provider may suspend work.
  3. The provider may not pledge retained goods.
  4. If prepayment is not made, the service provider may retain goods until payment is completed.
  5. In case of liquidation or bankruptcy, claims are immediately due.

Article 24 – Intellectual Property

  1. Unless otherwise agreed in writing, the service provider retains all intellectual property rights.
  2. These may not be copied, shared, or used without written permission.
  3. The client must keep confidential all information provided by the service provider and ensure employees and third parties do the same.

Article 25 – Confidentiality

  1. Each party must keep confidential all sensitive information received from the other party.
  2. This duty does not apply to information that:
    • is already public or becomes public lawfully
    • was already known
    • is received from a third party who may disclose it
    • must be disclosed by law
  3. This duty continues for three years after the agreement ends.

Article 26 – Penalty for Breach of Confidentiality

  1. If the client breaches confidentiality, they owe a penalty of €10,000 per violation and €1,000 per day the breach continues, without requiring proof of damage or prior notice.
  2. This is without prejudice to the provider’s right to claim additional damages.

Article 27 – Non-solicitation

The client shall not hire or contract staff of the service provider or any involved third parties during and for one year after the agreement, unless otherwise agreed in writing.

Article 28 – Changes to Terms and Conditions

  1. The Retail Media Hub may amend these terms.
  2. Minor changes may be implemented at any time.
  3. Substantial changes will The Retail Media Hub be discussed with the client in advance.

Article 29 – Applicable Law and Jurisdiction

  1. Dutch law exclusively applies.
  2. The competent court in the district where The Retail Media Hub is located has exclusive jurisdiction unless mandatory law dictates otherwise.

Article 30 – Attribution

These terms and conditions are effective as of: 01 January 2025