Company name: BRDR Media
Website operated by BRDR Media: www.hostingjournalist.com
Registered office BRDR Media: Duifstraat 19, 3514 EN Utrecht, the Netherlands.
Chamber of Commerce: 57780234
VAT number: NL 103286949B01
Terms & Conditions Version 1.0, release date: November 01, 2014
Article 1. Definitions
Advertiser: The party that places an Advertisement in BRDR Media content.
Advertisement: Advertisement can be taken to mean a publication (banner) for a company or a product or a job vacancy.
Advertising Contract: Any agreement in which BRDR Media undertakes to place one or more advertisements.
Publication Period: Period within which the agreed Advertisement is published on the BRDR Media website.
Content: Works, texts, information or other materials in whatever form that are published or made available online or in print by BRDR Media.
Product: A mutually coherent and cohesive amount of content in written physical or digital form, including the corresponding updates.
Services: Tasks that BRDR Media performs on the instructions or on behalf of the Customer, including providing advice, consultancy, supplying news in various forms, as well as providing access to databases.
Site / website: the website www.hostingjournalist.com.
Article 2. Applicability
2.1 These general conditions shall apply to all quotations, offers, websites and agreements of BRDR Media and other affiliated companies referring to these Terms & Conditions, including but not limited to the website www.hostingjournalist.com.
2.2 These Terms & Conditions comprise general provisions and the following specific conditions:
- Article 15. Affiliate conditions
- Article 16. Advertising conditions
The specific provisions take precedence over the general provisions. The provisions of specific conditions may apply to an agreement with BRDR Media.
2.3 By entering into an agreement with BRDR Media, the other party waives the applicability of any general conditions used by it, howsoever denominated, so that all our agreements shall exclusively be governed by the conditions as used by BRDR Media.
2.4 If interim modifications are made to these Terms & Conditions, the modified version will be part of any Agreement that has been created at any point in time after the changes have come into effect.
2.5 The Customer is not allowed to transfer its rights arising from this Agreement to any third party without BRDR Media’s express prior written consent.
2.6 BRDR Media retains the right to supplement and/or modify these Terms & Conditions at any time.
Article 3. Offers, Formation and Amendment of Agreements
3.1 All quotations and offers issued by BRDR Media shall be without engagement. Only after written (order) confirmation or factual performance by BRDR Media the agreement shall come into effect. Amendments to assignments shall be binding on BRDR Media only to the extent confirmed in writing or factually performed by BRDR Media.
3.2 In no event shall any agreed delivery dates be deemed to be firm, unless expressly agreed otherwise. Therefore, in the event of an untimely performance, BRDR Media shall not be in default until given written notice of default.
3.3 Any quotations and/or statements by BRDR Media with respect to its products and/or services shall be issued to the best of BRDR Media’s knowledge but shall not be binding. Therefore, BRDR Media expressly makes reservations regarding any discrepancies and/or changes of any nature and scope whatsoever. At all times BRDR Media reserves the right to change, at its discretion, the format, frequency and way of offering and/or distributing its products and/or services, without granting the other party the right to modify or terminate the agreement.
Article 4. Fees and Prices
4.1 BRDR Media may at any time amend the agreed fees and/or prices.
4.2 Unless expressly provided otherwise, all prices are exclusive of BTW (Dutch VAT). BRDR Media shall be entitled to pass any change to the BTW rate on to the other party.
Article 5. Payment
5.1 Unless expressly agreed otherwise, BRDR Media’s invoices shall be paid within twenty-one days of the date of the invoice. Any right to set-off by the other party shall be excluded.
5.2 In the event of late payment the other party shall be immediately in default without any notice of default being required. Without prejudice to its other obligations, the other party shall pay interest on the outstanding amounts as from the due date of the invoice until the date of payment in full on an annual basis equal to the statutory commercial interest as envisaged in Section 6:119a of the Dutch Civil Code. If the other party is a consumer (i.e. a natural person not acting in the conduct of a profession or business), the statutory interest shall apply pursuant to Section 6:119 of the Dutch Civil Code.
5.3 In the event of non-payment or late payment all judicial procedural and execution costs, as well as the administrative expenses and extrajudicial collection costs shall be borne by the other party. The extrajudicial collection costs shall be equal to 15% of the invoiced amount, with a minimum of 50 euros.
5.4 BRDR Media shall at all times be entitled both prior to and after conclusion of the agreement to require security for payment or advance payment, suspending its performance of the agreement until such security has been provided and/or such advance payment has been received by BRDR Media.
5.5 All products delivered shall remain the property of BRDR Media until receipt of payment in full of the amounts due by the other party to BRDR Media in respect of any delivery, including interest and costs.
Article 6. Dissolution
6.1 Without any obligation arising on its part to pay damages, BRDR Media may dissolve all or part of its agreement with the other party with immediate effect, by registered letter and without any judicial intervention being required, in the event that:
- the other party files for a moratorium on payment of its debts or insolvency or is declared insolvent or offers its creditors a composition outside insolvency or in the event that any of its assets are attached;
- the other party ceases its activities, ceases to pursue its objects according to its articles of association, resolves to wind up its company, otherwise loses its legal personality or transfers or merges its business;
- the other party fails (properly) to perform any of its obligations ensuing from the relevant agreement, or fails to perform any such obligations in good time, and fails to cure such default within seven calendar days of written summons by BRDR Media;
- BRDR Media ceases publication of the relevant product or the provision of the relevant service.
The provisions of this Article 5.1 shall not affect BRDR Media’s other legal rights in the event of non-performance by the other party, such as the right to claim performance and/or payment of full damages.
Article 7. Intellectual Property Rights
7.1 The intellectual property rights and similar rights, including copyrights, trademark rights, patent rights, neighbouring rights, rights to protection of performance, including database rights, in all publications issued and other informative products provided by BRDR Media are owned by BRDR Media and/or its licensors. Nothing in BRDR Media’s publications or informative products may be reproduced and/or disclosed without the express prior written consent of BRDR Media and/or its licensors.
Article 8. Confidentiality
8.1 All information provided by BRDR Media to the other party, including all information with respect to BRDR Media’s products and services, any documentation, software and applications provided by BRDR Media, shall be deemed confidential information. The other party shall:
- treat this information strictly confidential and shall not disclose this information, or provide this information to third parties unless the other party is obliged to do so under a judicial order or at the order of a supervisory authority;
- only use this information for the purpose for which it was provided to the other party.
Article 9. Personal Data
9.1 BRDR Media records data of natural persons for the purpose of performance of its (subscription) agreements and whenever such persons contact BRDR Media in connection with the provision of services. These data will be used for the performance of an agreement and to inform persons of relevant products and services of BRDR Media, its operating companies and carefully selected third parties, that may be of interest to them. If the natural person involved does not wish to receive any such information, he/she may give written notice to that effect to: BRDR Media, Attn Address Registration, Vondellaan 160, 3521 GH Utrecht, the Netherlands, or by e-mail: info[at]brdrmedia.com.
Article 10. Force Majeure
10.1 If, in BRDR Media’s reasonable opinion, non-faulty performance by BRDR Media is or will be impossible due to force majeure, meaning circumstances beyond its control, it shall be entitled to terminate all or part of the agreement or to suspend performance of the agreement temporarily, without any obligation arising on its part to pay damages.
10.2 Force majeure shall include, but not be limited to, threat of war, war, insurrection, molest, strike, boycott, business interruption, traffic or transport interruption, (data) network interruption, government measures, scarcity of raw materials, natural disaster, fire, nuclear reaction, machine breakdown and otherwise all circumstances under which, according to the principles of reasonableness and fairness, BRDR Media cannot be required to perform all or part of the agreement.
10.3 In the event that upon occurrence of the situation of force majeure BRDR Media has already performed part of its obligations or can perform only part of its obligations, it may invoice the part performed or the part it will be able to perform separately and the other party shall pay such invoice as if it related to a separate contract.
Article 11. Liability of BRDR Media and Indemnification
11.1 The liability of BRDR Media, its employees and the persons for whom BRDR Media is responsible and/or liable shall:
- in all events be excluded, save in the event of intent or gross negligence on the part of the senior executive staff of BRDR Media; and
- in case BRDR Media is nevertheless held liable, BRDR Media’s liability for personal injury and property damage (including the destruction or the disabling of such property) shall in all events be limited to damage which is attributable to BRDR Media up to the invoice value of the part of the agreement from which the liability ensues, and BRDR Media shall in no event be liable for indirect or consequential damage (including damage due to delay or lost profits).
11.2 All (editorial) information, including recommendations, ideas, opinions and/or instructions, has been composed with due care and to the best of BRDR Media’s knowledge, however, BRDR Media and the authors cannot in any way warrant the correctness and completeness of the information on the Site. Therefore, BRDR Media and the authors waive any liability for damage, of any nature whatsoever, resulting from any acts and/or decisions based on such information. The other party is emphatically recommended not to use such information out of context, but to rely on its professional knowledge and experience and to verify the information to be used. The contents of advertisements have been composed by or on behalf of advertisers and their correctness, completeness and lawfulness are not verified by BRDRMedia. Therefore, BRDR Media waives any liability for the contents and design of advertisements.
11.3 The other party shall indemnify BRDR Media against any liability to third parties ensuing from its assignment, as well as any liability to third parties in connection with the use or the inability of the other party to use the publications issued and other informative products provided by BRDR Media.
11.4 The Site may contain links to third-party websites or services that are not owned or controlled by BRDR Media. BRDR Media has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services. You further acknowledge and agree that BRDR Media shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.
11.5 Any complaints as to the (order) confirmation shall be submitted to BRDR Media in writing prior to performance of the agreement by BRDR Media, however in any event within eight days of the date of despatch of the (order) confirmation.
11.6 Any complaints as to BRDR Media’s performance of the agreement shall be submitted to BRDR Media in writing as soon as possible, however in any event within eight days of discovery of a defect in the performance, or within eight days of the time at which the defect in the performance should have been discovered, in the absence of which all rights of the other party vis-à-vis BRDR Media shall be forfeited.
Article 12. Compliance with Laws and Regulations
12.1 The other party shall comply with all applicable laws and regulations including any applicable codes of conduct, and shall indemnify BRDR Media and hold BRDR Media harmless against any third party claims based on this obligation.
Article 13. Miscellaneous
13.1 BRDR Media may assign its rights and obligations under the agreement to a business with which it is affiliated in a group, or assign such rights and obligations to a third party in connection with transfer of BRDR Media’s business or any part thereof, or as part of the transfer of a title, a product or a service of BRDR Media, without any further consent of the other party being required. By entering into an agreement with BRDR Media, the other party consents in advance to such a transfer. BRDR Media shall timely inform the other party of such a transfer.
13.2 BRDR Media may amend the present conditions. Amendments shall also apply to agreements already entered into, starting from the time indicated by BRDR Media. BRDR Media shall announce any such amendments well in advance in a way to be chosen by BRDR Media, which may be, in the case of small amendments, the publication of the amended conditions on the BRDR Media website, and/or reference to the amended conditions in the colophons of BRDR Media publications. Only if the amendment of the conditions has drastic consequences for the rights and obligations of the parties, the other party shall be entitled to request BRDR Media to continue the agreement on the basis of the unchanged current conditions rather than on the basis of the amended conditions.
13.3 If and to the extent that pursuant to the law any provision of these conditions is deemed unreasonably onerous vis-à-vis a party being a consumer (i.e. a natural person not acting in the course of a profession or business), and such other party nullifies such provision, the nullified provision shall be superseded by a provision which is not unreasonably onerous but promotes BRDR Media’s interests to the extent possible.
Article 14. Disputes and Applicable Law
14.1 Any disputes that ensue from or are connected with this Agreement shall be exclusively submitted to the competent court in Utrecht, the Netherlands.
14.2 All agreements entered into with BRDR Media shall be governed by the laws of the Netherlands. The applicability of the Vienna Sales Convention is excluded.
SUPPLEMENTAL SPECIFIC CONDITIONS
Article 15. Affiliate Disclaimer
15.1 BRDR Media may receive a commission from companies and services that are recommended and/or reviewed on the website.
15.2 BRDR Media cannot be held responsible for the content and/or actions of external websites and services that are linked to from www.hostingjournalist.com and website visitors will be subject to their terms and conditions when using them. Be very sure to read the terms and conditions before signing up and/or paying for any service.
15.3 Visitors to www.hostingjournalist.com are responsible for researching offers and services and making decisions that are most suitable for their own circumstances. The information found present on the website is designed to help visitors choose products and does not constitute advice.
Article 16. Advertising conditions
16.1 All agreements, quotations and/or offers of BRDR Media with respect to Advertisements shall be governed by the present advertising conditions, in addition to the general provisions, as well as by the Dutch Advertising Industry Regulations (Regelen voor het Advertentiewezen) of Stichting ROTA.
16.2 Determination of fees and conditions shall be subject to the provisions of Article 3 of the Dutch Advertising Industry Regulations.
16.3 Any forward Advertising Contracts shall take effect in accordance with the provisions of Article 4 paragraph 5 of the Dutch Advertising Industry Regulations.
16.4 If the Advertising Contract does not state a certain term, the contract shall be deemed to have been entered into for a term of twelve consecutive months. Unless provided otherwise in the Advertising Contract, the Advertising Contract shall relate to at least the agreed space and BRDR Media may exceed the agreed space, all within the contract term and in accordance with the conditions, all without prejudice to the other party’s right to give written notice of termination of the agreement, with due observance of the applicable notice period.
16.5 If and to the extent that Advertising Contracts are governed by the Dutch Advertising Industry Regulations, the provisions of Article 17 of the Dutch Advertising Industry Regulations with respect to payment, interest and costs shall prevail over BRDR Media’s General Conditions in that respect.
16.6 Without prejudice to the provisions of Article 12 of the Dutch Advertising Industry Regulations and the provisions of RB’s General Conditions, BRDR Media shall at all times be entitled to refuse, cancel or suspend performance of assignments, without giving reasons and without any liability to pay damages arising on BRDR Media’s part. BRDR Media shall also be entitled to do so in respect of Advertising Contracts that have already partially been performed.
16.7 The other party shall arrange that the advertising materials are supplied in good time and in accordance with BRDR Media’s instructions. If, in BRDR Media’s opinion, the advertising materials have not been received, or have not been received timely or correctly, or if the advertising materials are useless, incomplete and/or damaged, the other party’s right to have the Advertisement placed shall be forfeited, without prejudice to the other party’s obligation to perform all its financial obligations.
16.8 The other party shall make sure that none of the advertising materials it provides shall infringe any intellectual property rights or other rights of third parties, and the other party shall indemnify BRDR Media and hold BRDR Media harmless against any such third party claims.
16.9 BRDR Media shall observe the usual care in respect of slides, working drawings, lay-outs and other materials provided to it by the other party for a period of twelve months after provision. After expiration of such twelve-month period BRDR Media may destroy the slides, working drawings, lay-outs and other materials provided by the other party, or return them to the advertiser at the latter’s expense and risk.
16.10 In addition to the provisions of Article 10 paragraph 1 through 6 above, the following applies to Advertisements:
- if, in relation to placing Advertisements, any functionalities are used for the placing of cookies and/or the reading out of data on any peripheral equipment of an (end) user, the other party is fully responsible for the use of such functionality. The other party is responsible for the use of such functionalities being fully compliant with the applicable laws and regulations, in particular Article 11.7a of the Telecommunications Act and the Personal Data Protection Act;
- BRDR Media has no obligation to inform the other party and/or advise the other party on the applicability of any laws and regulations with respect to the functionalities as set out in this Article 4.14 under a) above, including but not limited to Article 11.7a of the Telecommunications Act and the Personal Data Protection Act. If BRDR Media does provide any information on this matter, the other party may not derive any rights from such information. The stipulations of Article 11.7a of the Telecommunications Act shall remain fully applicable to the other party;
- BRDR Media does not accept any liability for any damage suffered by a third party which is caused by or in any way related to a noncompliance of the functionalities as set out in this Article 4.14 under a) above with the applicable laws and regulations in relation to such functionalities, including but not limited to particular Article 11.7a of the Telecommunications Act and the Personal Data Protection Act. The other party is liable for any related penalties imposed on BRDR Media by a supervisory authority;
- the other party shall indemnify BRDR Media and hold BRDR Media harmless for all liability vis-à-vis third parties which is caused by or in any way related to a noncompliance with the applicable laws and regulations in relation to the functionalities as set out in this Article 4.14 under a) above, including but not limited to particular Article 11.7a of the Telecommunications Act and the Personal Data Protection Act. The other party is liable for any related penalties imposed on BRDR Media by a supervisory authority.