Article 1: General
These general terms and conditions pertain to the terms and conditions of MaSa Europe, located in Amsterdam and with offices at Ottho Heldringstraat 3, 1066AZ Amsterdam, The Netherlands. MaSa Europe, a private company with limited liability organised under the laws of the Netherlands, and registered in the Dutch trade register under number NL004563623B79
Article 2: Applicability
These conditions apply to all offers and agreements of MaSa Europe. The contractual counterparty will hereinafter be referred to as “Client”. In these conditions, the term Client refers to any (legal) person to whom MaSa Europe directs its offers/proposals, as well as anyone who directs offers/proposals to MaSa Europe and anyone who provides MaSa Europe with an assignment or with whom MaSa Europe enters into an agreement, and furthermore anyone with whom MaSa Europe is in any legal relationship and, in addition to this, their representatives, authorized persons, successors, and heirs.
Parties have the option to deviate from these general terms and conditions. These differing terms only form part of the agreement between the parties if and insofar as both parties have explicitly agreed to this in writing.
The applicability of any purchase conditions or other conditions of the Client is expressly excluded. In these general terms and conditions, “in writing” also means: by e-mail, fax, or any other means of communication that, given the state of technology and prevailing opinions in social interaction, can be equated with this.
The Client’s acceptance and retention without comment of a quotation or order confirmation referencing these conditions constitutes agreement to their application. The possible inapplicability of a (part of a) provision of these general terms and conditions does not affect the applicability of the other provisions.
Article 3: Formation of Agreements
If an offer from MaSa Europe is accepted, the agreement only comes into effect after written confirmation from MaSa Europe, or at the moment MaSa Europe, with the consent of the Client, has started execution.
Oral agreements only bind MaSa Europe after they have been confirmed in writing by MaSa Europe. Supplements or changes to the general terms and conditions or other changes or additions to the agreement only become binding after written confirmation by MaSa Europe.
Article 4: Offers
All offers, quotations, or price quotes from MaSa Europe are without obligation and automatically expire after a period of 30 days, unless MaSa Europe withdraws the offer and/or quotation and/or price quote within that period or unless MaSa Europe has already indicated otherwise when making the offer, quotation, or price quote. If an offer contains a non-binding offer and the Client accepts this offer, MaSa Europe has the right to withdraw the offer within 5 working days of receiving the acceptance.
The prices used by MaSa Europe and the prices mentioned in offers, quotations, price quotes, etc. are exclusive of VAT and any costs. These costs can include – but are not limited to – travel expenses, transport costs, and fees of engaged third parties.
Images and descriptions in offers and on the user’s website, brochures, catalogs, drawings, models, color statements, dimensions as well as other data or descriptions, are as accurate as possible but only serve as indications. No rights can be derived from this, unless the parties have explicitly agreed otherwise in writing. The images, brochures, catalogs, drawings, etc., mentioned in the previous paragraph of this article and the intellectual property rights vested in them remain the property of MaSa Europe at all times, unless the parties have explicitly agreed otherwise in writing. They must be returned at the first request of MaSa Europe. They may not be reproduced without written permission from MaSa Europe, nor made available to third parties for inspection. Offers do not automatically apply to future assignments.
MaSa Europe cannot be held to its offers or quotations if the Client should reasonably understand that the offers or quotations, or a part thereof, contain an obvious mistake or clerical error.
Article 5: Execution of the Agreement
MaSa Europe will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
If and insofar as proper execution of the agreement requires it, MaSa Europe has the right to have certain work carried out by third parties.
The Client ensures that all data, which MaSa Europe indicates is necessary or which the Client should reasonably understand is necessary for the execution of the agreement, is provided to MaSa Europe in a timely manner. If the data necessary for the execution of the agreement is not provided to MaSa Europe in time, MaSa Europe has the right to suspend the execution of the agreement and/or charge the additional costs resulting from the delay to the Client according to the usual rates. MaSa Europe is not liable for damage of any kind caused by MaSa Europe relying on incorrect or incomplete data provided by the Client, unless this incorrectness or incompleteness should have been known to MaSa Europe.
If work is carried out by MaSa Europe or third parties engaged by MaSa Europe at the Client’s location or a location designated by the Client in the context of the assignment, the Client will provide the reasonably desired facilities free of charge for those employees.
The Client indemnifies MaSa Europe against any claims by third parties who suffer damage in connection with the execution of the agreement and whose cause is attributable to parties other than MaSa Europe. If MaSa Europe is addressed by third parties on that account, the Client is obliged to assist MaSa Europe both outside and in court and to immediately do everything that may be expected of the Client in that case. Should the Client fail to take adequate measures, MaSa Europe is entitled, without notice of default, to do so itself. All costs and damage on the part of MaSa Europe and third parties that arise as a result, are fully at the expense and risk of the Client.
Article 6: Specific Provisions Concerning Search Engine Advertising (SEA) and Search Engine Optimization (SEO)
The Client grants MaSa Europe exclusive authority for the duration of the agreement to carry out SEO work and manage SEA campaigns concerning the specifically indicated search engines and websites. In this context, “SEA campaigns” means advertising campaigns through platforms like Google AdWords and Bing Ads. In this context, “SEO work” means all advising and/or executing work aimed at improving the (technical) structure of the Client’s website(s) and all occurring work aimed at improving the authority or relevance assigned to the website(s) by search engines based on (link) referrals on third-party websites (also known as “link building” or “authority building”).
The Client grants MaSa Europe exclusive power of attorney to perform all actions that MaSa Europe deems necessary when setting up and managing SEA campaigns and carrying out SEO work. If SEA and SEO related work is carried out by third parties for the Client, the Client must timely inform MaSa Europe of this.
MaSa Europe will make every effort to achieve optimal positioning in the agreed search engines but does not commit to achieving any concrete results, in line with the applicable guidelines as established by the search engines. All statements by MaSa Europe about the possible results of SEO work are therefore indicative in nature. The Client cannot derive any rights from these statements.
The Client also acknowledges that the success of SEO work partly depends on the extent to which the work and/or changes to the Client’s website(s) recommended by MaSa Europe are implemented and is willing to implement the recommendations to the best of their ability and within a reasonable period after delivery.
The costs charged by the search engines in connection with the SEA campaigns must, in principle, be paid directly by the Client, without the intervention of MaSa Europe, to the respective advertising platform. MaSa Europe cannot be held responsible for the consequences of payment arrears and account shortages of the Client.
MaSa Europe undertakes to adhere to the guidelines from the “Code of Conduct Search Engine Marketing” as established by the industry association IAB. This code of conduct can be found on www.iab.nl. The Client must, in turn, adhere to the general terms and conditions, specific regulations, and editorial guidelines imposed by search engines on advertisers and website owners. MaSa Europe is not responsible for the consequences of the Client’s violation of these regulations.
Article 7: Specific Provisions Concerning Digital Analytics and Conversion Optimization
MaSa Europe will make every effort to ensure the data quality and integrity of the data collected on the Client’s website(s). However, the Client is responsible for the correct technical implementation of the software and/or tools with which this data is collected on their own website, whether or not based on advice provided by MaSa Europe.
Analysis and reporting of findings and recommendations by MaSa Europe to the Client will take place according to the frequency and format specified in the offer, project proposal, or agreement underlying the collaboration. If no reporting method is specified, reporting will be done in Dutch and/or English and according to the standards of good craftsmanship at least once a month. If no reporting medium is agreed upon, the Contractor determines the medium to be used for this.
Analysis and reporting of findings and recommendations by MaSa Europe to the Client take place based on the software and/or tools used by the Client for web analysis. The definitions for metrics or Key Performance Indicators (KPIs) used by the respective software and/or tools are leading in this. Thus, the metric “unique visitor” means a unique visitor according to the definition and method of determination used by the respective software and/or tools. If MaSa Europe deviates from this definition at any time, it is obliged to clearly specify this to the Client in the respective report, or in the offer, project proposal, or agreement underlying the collaboration.
MaSa Europe undertakes to retain the results of the analysis and any related previous analyses and resulting reports for at least six months unless a different period is required by law or regulation or in view of the purpose of the analysis. The Client has the option to shorten or extend the retention period at their request.
Storage of data collected by MaSa Europe, analyses, and resulting reports are safeguarded by adequate technical and organizational measures and meet the standards of good craftsmanship. This includes, but is not limited to, access protection to the offices and other areas where such data is processed, as well as access control of computers and systems with which the data is processed.
Article 8: Duration and Termination of the Agreement
Unless the parties have explicitly agreed otherwise, the agreement is entered into for an indefinite period, starting from the date of signature by both parties or the date on which MaSa Europe has started execution with the consent of the Client.
If the agreement is entered into for a definite period, this period is stated in the offer, project proposal, or agreement.
The agreement for an indefinite period can be terminated by either party by giving notice in writing with due observance of a notice period of three months unless otherwise agreed in writing.
The agreement for a definite period can only be terminated prematurely by either party if:
a. The other party is declared bankrupt, applies for a moratorium, or liquidates their business; b. The other party fails to fulfill one or more of its obligations under the agreement, even after a written reminder and granting a reasonable period for compliance.
The agreement can be terminated immediately by MaSa Europe without observing a notice period if the Client fails to fulfill one or more of its obligations under the agreement, even after a written reminder and granting a reasonable period for compliance.
Article 9: Payment Terms
Payment must be made within 30 days of the invoice date, without any deduction, discount, or setoff, unless otherwise agreed in writing. The date of payment is the date on which the amount due is credited to MaSa Europe’s bank account.
If the Client fails to make timely payment, they are in default by operation of law. The Client owes MaSa Europe interest of 1% per month or part of a month on the outstanding amount from the due date until the date of full payment, without prejudice to MaSa Europe’s right to claim statutory commercial interest.
In addition to the amount owed and the interest thereon, the Client is obliged to reimburse all costs incurred by MaSa Europe to collect the amount owed, both judicial and extrajudicial costs. The extrajudicial collection costs are set at 15% of the principal sum with a minimum of € 150.00.
Article 10: Liability
MaSa Europe is only liable for direct damage resulting from an attributable failure in the performance of its obligations under the agreement. Direct damage exclusively means:
MaSa Europe is not liable for indirect damage, including consequential damage, loss of profit, missed savings, and damage due to business interruption.
If MaSa Europe is liable for any damage, MaSa Europe’s liability is limited to the amount paid out by its insurer. If the insurer does not pay out or the damage is not covered by insurance, MaSa Europe’s liability is limited to twice the invoice amount of the agreement, at least that part of the agreement to which the liability relates.
Article 11: Force Majeure
MaSa Europe is not obliged to fulfill any obligation towards the Client if it is prevented from doing so as a result of a circumstance that cannot be attributed to fault, and which is not for its account under the law, a legal act, or generally accepted practice.
Force majeure in these general terms and conditions means, in addition to what is understood in this respect in the law and jurisprudence, all external causes, foreseen or unforeseen, over which MaSa Europe cannot exercise influence, but which prevent MaSa Europe from fulfilling its obligations. This includes strikes at the company of MaSa Europe or third parties.
MaSa Europe also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the agreement occurs after MaSa Europe should have fulfilled its obligation.
During the period that the force majeure continues, MaSa Europe can suspend the obligations under the agreement. If this period lasts longer than two months, either party is entitled to dissolve the agreement, without any obligation to compensate the other party.
Insofar as MaSa Europe has partially fulfilled or will be able to fulfill its obligations under the agreement at the time of the occurrence of force majeure, and the part fulfilled or to be fulfilled has independent value, MaSa Europe is entitled to invoice the part already fulfilled or to be fulfilled separately. The Client is obliged to pay this invoice as if it were a separate agreement.
Article 12: Confidentiality
Both parties are obliged to maintain the confidentiality of all confidential information they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information.
If, pursuant to a statutory provision or a judicial decision, MaSa Europe is obliged to provide confidential information to third parties designated by law or the competent court, and MaSa Europe cannot invoke a legal or recognized right of refusal, MaSa Europe is not obliged to pay damages or compensation and the Client is not entitled to dissolve the agreement based on any damage resulting from this.
Article 13: Intellectual Property
Without prejudice to the other provisions of these general terms and conditions, MaSa Europe reserves the rights and powers to which it is entitled under the Copyright Act.
All documents provided by MaSa Europe, such as reports, advice, agreements, designs, sketches, drawings, software, etc., are intended for use by the Client and may not be reproduced, made public, or brought to the attention of third parties without prior consent from MaSa Europe, unless the nature of the documents provided dictates otherwise.
MaSa Europe reserves the right to use the knowledge gained from the execution of the work for other purposes, insofar as no confidential information is disclosed to third parties.
Article 14: Disputes
The court in MaSa Europe’s place of business has exclusive jurisdiction to hear disputes unless the subdistrict court has jurisdiction. Nevertheless, MaSa Europe has the right to submit the dispute to the competent court according to the law.
Parties will only appeal to the court after they have made every effort to settle a dispute by mutual agreement.
Article 15: Applicable Law
All legal relationships to which MaSa Europe is a party are exclusively governed by Dutch law, even if an obligation is wholly or partially performed abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
Article 16: Amendment and Interpretation of the Conditions
These conditions have been filed at the office of the Chamber of Commerce.
In case of interpretation of the content and scope of these general terms and conditions, the Dutch text thereof shall always be decisive.
The latest filed version or the version that applied at the time of the establishment of the legal relationship with MaSa Europe is applicable.
Article 17: Liability
The Client is responsible for the accuracy and completeness of the data provided by the Client to MaSa Europe in connection with the conclusion and execution of the agreement and shall immediately notify MaSa Europe in writing of any changes in the provided data. MaSa Europe is not liable for claims by the Client and/or third parties resulting from or related to incorrect and/or incomplete data provided by the Client to MaSa Europe or from changes in the provided data not timely communicated to MaSa Europe.
Any liability of MaSa Europe as well as its employees and the persons engaged by MaSa Europe in the execution of the assignment is limited to the amount paid out under the professional/business liability insurance of MaSa Europe in the respective case, including the deductible borne by MaSa Europe.
In case the professional/business liability insurance of MaSa Europe referred to in Article 16.2 does not provide coverage in a specific case, the liability of MaSa Europe as well as its employees and the persons engaged by MaSa Europe in the execution of the assignment is limited to a maximum of the total of the remuneration received by MaSa Europe over the three months preceding the damaging event. This limitation of liability applies per year, regardless of the number of damaging events.
The Client indemnifies MaSa Europe against any claims by third parties suffering damage in connection with the execution of the agreement and whose cause is attributable to the Client.
MaSa Europe is never liable for damages suffered by the Client or third parties as a result of incorrect, incomplete, or untimely information provided by the Client.
MaSa Europe is never liable for any damages resulting from errors in software or other computer programs used by MaSa Europe.
MaSa Europe is never liable for any damages resulting from the fact that (email) messages sent by the Client to MaSa Europe have not reached MaSa Europe. MaSa Europe’s liability for indirect damages is excluded. Indirect damages include all damages that are not direct damages and thus, in any case, but not limited to, consequential damages, loss of profit, missed savings, reduced goodwill, damage due to business interruption, damage due to failure to determine marketing objectives, damage related to the use of data or data files prescribed by the client, or loss, corruption, or destruction of data or data files.
MaSa Europe is not liable for damage, loss, or destruction of objects, materials, image or word data in any form provided by or on behalf of the Client.
Advice provided by MaSa Europe is efforts obligations and not result obligations. No guarantees of results are deemed to have been given when providing advice. MaSa Europe is therefore not liable with regard to advice provided if no result is achieved.
MaSa Europe accepts no liability for loss or alteration of data delivered via digital information carriers or email. The Client or its appointed third parties must always verify the accuracy and completeness of this data.
MaSa Europe accepts no liability for the content of websites or multimedia productions created by it.
MaSa Europe accepts no liability for the possible presence of viruses on the information carriers delivered by it or data or software delivered or downloaded via the Internet. The Client must test the delivered information carriers, data, or software for the presence of viruses.
For information, freeware, and shareware made available via the Internet or intranet, MaSa Europe assumes no liability. MaSa Europe accepts no liability for the accuracy of the information available or for the correct functioning of the software, nor for the consequences thereof.
Unless performance by MaSa Europe is permanently impossible, the liability of MaSa Europe due to attributable failure to perform the Agreement arises only if the Client has immediately notified MaSa Europe in writing of the default, setting a reasonable period for remedying the default, and MaSa Europe continues to be in default after that period. The notice of default must contain a description of the default as detailed as possible, so that MaSa Europe can respond adequately.
Article 18: Termination and Suspension
If the Client does not comply with any of its obligations under the Agreement or other agreements concluded with MaSa Europe, if the Client is in default or has been declared bankrupt, the Client’s activities have been suspended, or if the Client is winding up or terminating, MaSa Europe has the right to immediately terminate or suspend the execution of the Agreement or other agreements concluded with the Client without any notice of default or judicial intervention and without being obliged to pay any compensation, without prejudice to any other rights of MaSa Europe.
Each of the parties has the right to terminate the Agreement at any time in writing, without judicial intervention, in whole or in part, with due observance of a notice period of three (3) months, unless otherwise agreed in writing between the parties.
In the event of termination of the Agreement, for any reason, MaSa Europe shall have the right to charge the Client for the work that has been carried out and the costs incurred.
If the Client wishes to terminate the Agreement prematurely, MaSa Europe is entitled to compensation for the resulting damage, including the lost income, and the costs incurred.
If the agreement is terminated early, any payment obligations of the Client will become immediately due and payable.
Article 19: Final Provisions
Amendments to these General Terms and Conditions are only valid if agreed upon in writing by the parties.
Insofar as the agreement or these General Terms and Conditions contain provisions that conflict with these General Terms and Conditions, the provisions of the agreement will prevail.
If a provision of the Agreement or these General Terms and Conditions is invalid or is annulled, the remaining provisions of the Agreement or these General Terms and Conditions will remain in full force.
The Agreement is governed by Dutch law.
All disputes that may arise from the Agreement or further agreements resulting from it will be settled by the competent court in the Netherlands.