The general terms and conditions for Social Clickout
E-mail: info@kizitos.com
Website: https://socialclickout.com
Definitions
Social Clickout: Kizitos B.V., established in Amsterdam, Chamber of Commerce no. 56749139.
Customer: the party which Social Clickout has entered into an agreement with.
Parties: Social Clickout and customer together.
Consumer: a customer who is an individual acting for private purposes.
Applicability
These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Social Clickout.
Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.
The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.
Settlement
The customer waives his right to settle any debt to Social Clickout with any claim on Social Clickout.
Insurance
The customer undertakes to insure and keep insured the following items adequately against fire, explosion and water damage as well as theft:
goods delivered that are necessary for the execution of the underlying agreement
goods being property of Social Clickout that are present at the premises of the customer
goods that have been delivered under retention of title
At the first request of Social Clickout, the customer provides the policy for these insurances for inspection.
Guarantee
When parties have entered into an agreement with services included, these services only contain best-effort obligations for Social Clickout, not obligations of results.
Performance of the agreement
Social Clickout executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
Social Clickout 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 the possibly agreed advance by the customer.
It is the responsibility of the customer that Social Clickout can start the implementation of the agreement on time.
If the customer has not ensured that Social Clickout can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.
Duty to inform by the customer
The customer shall make available to Social Clickout all information, data and documents relevant to the correct execution of the agreement to in time and in the desired format and manner.
The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.
If and insofar as the customer requests this, Social Clickout will return the relevant documents.
If the customer does not timely and properly provides the information, data or documents reasonably required by Social Clickout and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.
Duration of the service agreement
The agreement between Social Clickout and the customer is entered into for an indefinite period of time, unless it results otherwise from the nature of the agreement or the parties have expressly agreed otherwise in writing.
If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended contract at the end of the term, unless 1 of the parties terminates the contract with due observance of a notice period of 2 month(s), or if a consumer terminates the agreement with due observance of a notice period of 1 month causing the agreement to end at the end of the fixed term.
If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer must give Social Clickout a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.
Cancellation of the contract for an indefinite period of time
The customer can terminate an agreement that has been concluded for an indefinite period at any time with due observance of a notice period of 2 months.
A consumer has the right to terminate an agreement for an indefinite period with due observance of a notice period of 1 month.
Intellectual property
Social Clickout retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc., unless parties have agreed otherwise in writing.
The customer may not copy or have copied the intellectual property rights without prior written permission from Social Clickout, nor show them to third parties and / or make them available or use them in any other way.
Penalties
If the customer violates the articles of these general terms and conditions about secrecy or intellectual property, then he forfeits on behalf of Social Clickout an immediately due and payable fine of € 1.000 if the customer is a consumer and € 5.000 if the customer is a company, for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues.
No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine referred to in the first paragraph of this article.
The forfeiture of the fine referred to in the first paragraph of this article shall not affect the other rights of Social Clickout including its right to claim compensation in addition to the fine.
Indemnity
The customer indemnifies Social Clickout against all third-party claims that are related to the products and/or services supplied by Social Clickout.
Complaints
The customer must examine a product or service provided by Social Clickout as soon as possible for possible shortcomings.
If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Social Clickout of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
Consumers must inform Social Clickout of this within two months after detection of the shortcomings.
The customer gives a detailed description as possible of the shortcomings, so that Social Clickout is able to respond adequately.
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 Social Clickout being forced to perform other work than has been agreed.
Giving notice
The customer must provide any notice of default to Social Clickout in writing.
It is the responsibility of the customer that a notice of default actually reaches Social Clickout (in time).
Joint and several Client liabilities
If Social Clickout enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to Social Clickout under that agreement.
Liability of Social Clickout
Social Clickout is only liable for any damage the customer suffers if and insofar as this damage is caused by intent or gross negligence.
If Social Clickout is liable for any damage, it is only liable for direct damages that results from or is related to the execution of an agreement.
Social Clickout is never liable for indirect damages, such as consequential loss, lost profit, lost savings or damage to third parties.
If Social Clickout is liable, its liability is limited to the amount paid by a closed (professional) liability insurance and in the absence of (full) payment by an insurance company of the damages the amount of the liability is limited to the (part of the) invoice to which the liability relates.
All images, photos, colors, drawings, descriptions on the website or in a catalog are only indicative and are only approximate and cannot lead to any compensation and/or (partial) dissolution of the agreement and/or suspension of any obligation.
Expiry period
Every right of the customer to compensation from Social Clickout shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 Dutch Civil Code.
Dissolution
The customer has the right to dissolve the agreement if Social Clickout imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
If the fulfillment of the obligations by Social Clickout is not permanent or temporarily impossible, dissolution can only take place after Social Clickout is in default.
Social Clickout has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give Social Clickout good grounds to fear that the customer will not be able to fulfill his obligations properly.
Force majeure
In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of Social Clickout in the fulfillment of any obligation to the customer cannot be attributed to Social Clickout in any situation independent of the will of Social Clickout, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from Social Clickout .
The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
If a situation of force majeure arises as a result of which Social Clickout cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Social Clickout can comply with it.
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.
Social Clickout does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.
Modification of the agreement
If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.
Changes in the general terms and conditions
Social Clickout is entitled to amend or supplement these general terms and conditions.
Changes of minor importance can be made at any time.
Major changes in content will be discussed by Social Clickout with the customer in advance as much as possible.
Consumers are entitled to cancel the agreement in the event of a substantial change to the general terms and conditions.
Transfer of rights
The customer cannot transfer its rights deferring from an agreement with Social Clickout to third parties without the prior written consent of Social Clickout.
This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.
Consequences of nullity or annullability
If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Social Clickout had in mind when drafting the conditions on that issue.
Applicable law and competent court
Dutch law is exclusively applicable to all agreements between the parties.
The Dutch court in the district where Social Clickout is established is exclusively competent in case of any disputes between parties, unless the law prescribes otherwise.
Drawn up on 16 juli 2024.