Terms and conditions
Article 1: General
The present general terms and conditions concern the conditions of DRIIVN B.V., hereafter to be referred to as: “DRIIVN”, having its registered office in Amsterdam and its principal place of business in Amsterdam at Stuyvesantstraat 15, registered in the trade register of the Chamber of Commerce for Amsterdam under file number: 67112757.
Article 2: Applicability
These conditions apply to all offers and to all agreements of DRIIVN B.V., established in Amsterdam, hereafter referred to as “DRIIVN”. The contractual other party shall hereafter be referred to as “Client”.
In these conditions “Client” shall be understood to mean any (legal) person to whom DRIIVN addresses its offers/quotations as well as the person who addresses offers/quotations to DRIIVN and the person who gives an assignment to DRIIVN or the person with whom DRIIVN enters into an agreement and furthermore the person with whom DRIIVN has any legal relationship and apart from this person, his representative(s), agent(s), legal successor(s) and heir(s).
Parties have the option to deviate from these general conditions. These terms and conditions to the contrary shall only form part of the agreement concluded between the parties if and insofar as both parties have expressly agreed to this in writing.
The applicability of any purchasing conditions or other conditions of the Client is expressly excluded.
In these general terms and conditions, “in writing” shall also mean: by e-mail, by fax or any other form of communication that can be regarded as equivalent to this with a view to the state of the art and generally accepted standards.
The acceptance and retention by the Client of an offer or order confirmation which refers to these terms and conditions, without comment, shall be deemed to constitute agreement to their application.
The possible inapplicability of (part of) a provision of these general conditions does not affect the applicability of the other provisions.
Article 3: Realization of agreements
If an offer of DRIIVN is accepted, the agreement will only come into effect after written confirmation by DRIIVN, or at the moment that DRIIVN, with the consent of the Client, has started the execution activities.
Verbal agreements are not binding on DRIIVN until they have been confirmed in writing by DRIIVN.
Additions or changes to the general conditions or otherwise changes or additions to the agreement will only become binding after written confirmation by DRIIVN.
Article 4: Offers
All offers, quotations or estimates made by DRIIVN are without any commitment and expire automatically after a period of 30 days, unless within that period DRIIVN no longer maintains the offer and/or quote and/or estimate, or unless DRIIVN indicates otherwise when making the offer, quotation or estimate. If a quotation or offer contains an offer without obligation and this offer is accepted by the Client, DRIIVN has the right to withdraw the offer within 5 working days of receiving the acceptance.
The prices charged by DRIIVN as well as the prices mentioned in offers, quotations, estimates, etc. are exclusive of VAT and possible costs. These costs may include – but are not limited to – travel expenses, transportation costs and invoices from third parties.
Advertising accounts, images and descriptions in offers and on the website of the user, brochures, catalogs, drawings, models, indications of colors, dimensions and other data or descriptions are as accurate as possible, but are only indicative. No rights can be derived from these, unless parties have explicitly agreed otherwise in writing.
The in the previous paragraph of this article mentioned accounts, images, brochures, catalogs, drawings and suchlike and the intellectual property rights thereon shall at all times remain the property of DRIIVN, unless parties have explicitly agreed otherwise in writing. These must be returned at the first request of DRIIVN. They may not be reproduced or given to third parties for inspection without written permission of DRIIVN.
Quotations do not automatically apply to future assignments.
DRIIVN cannot be held to its quotations or offers if the Client should reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
Article 5: Execution of the agreement
DRIIVN will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good craftsmanship.
If and to the extent required for a proper execution of the agreement, DRIIVN has the right to engage third parties for certain activities.
The Client shall ensure that all information which DRIIVN indicates to be necessary or which the Client should reasonably understand to be necessary for the execution of the agreement, shall be provided to DRIIVN in a timely manner. If the data necessary for the execution of the agreement are not provided to DRIIVN in time, DRIIVN has the right to suspend the execution of the agreement or to charge the Client for the additional costs resulting from the delay according to the usual rates.
DRIIVN shall not be liable for damages of any kind.
If work is performed by DRIIVN or third parties engaged by DRIIVN in the context of the assignment at the Client’s location or at a location designated by the Client, the Client shall provide the facilities reasonably required by those employees free of charge.
The Client indemnifies DRIIVN against any claims from third parties who suffer damage in connection with the execution of the agreement and whose cause is accountable to others besides DRIIVN. If DRIIVN is sued by third parties for that reason, the Client must assist DRIIVN both in and out of court and immediately do everything that may be expected of the Client in that case.
Should the Client fail to take adequate measures, DRIIVN is entitled to do so itself, without notice of default. All costs and damages incurred by DRIIVN and third parties as a result will be charged to and are at the risk of the Client.
Article 6: Specific provisions regarding search engine advertising (“SEA”) and/or search engine optimisation (“SEO”)
For the duration of the agreement, the Client grants DRIIVN exclusive authority to carry out SEO work and/or run SEA campaigns in relation to the search engines and websites specified in writing. SEA campaigns” in this context means advertising campaigns via advertising platforms such as Google AdWords and Bing Ads. In this context, “SEO work” means all advisory and/or executive work aimed at improving the (technical) structure of the Client’s website(s) and any work aimed at improving the authority or relevance awarded by search engines to the website(s) on the basis of (link) references on third-party websites (also referred to as “link building” or “authority building”).
The Client grants DRIIVN exclusive power of attorney to perform all actions that DRIIVN deems necessary to set up and manage the SEA campaigns and SEO activities. Where SEA and SEO related activities are performed by third parties for the Client, the Client must notify DRIIVN in a timely manner.
DRIIVN will use its best efforts to achieve an optimal positioning in the agreed search engines, but does not commit to achieve any concrete result, all this in line with the applicable guidelines as drawn up by the search engines. All statements by DRIIVN regarding the possible results of SEO activities are therefore indicative in nature. The Client cannot derive any rights from these statements. The Client also declares to be aware of the fact that the success of SEO depends on the extent to which DRIIVN recommends work and/or changes to be made to the Client’s website(s) and is prepared to carry out or have carried out the recommendations to the best of its ability and within a reasonable period of time.
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 DRIIVN, to the relevant advertising platform. DRIIVN cannot be held responsible for the consequences of payment delays and balance shortfalls by the Client.
DRIIVN is obliged to follow the guidelines of the “Code of Conduct for Search Engine Marketing” as drawn up by the industry association IAB. This code of conduct can be found at www.iab.nl. In turn, the client must comply with the general conditions, specific regulations and editorial guidelines set by search engines for advertisers and website owners. DRIIVN is not responsible for the consequences of violation of these regulations on the part of the Client.
Article 7: Specific provisions regarding Digital Analytics and Conversion Optimisation
DRIIVN will use its best efforts to ensure the data quality and integrity with respect to data collected on Customer’s website(s). However, the Client is responsible for the proper technical implementation of the software and/or tooling used to collect such data on its own website, whether or not based on advice provided by DRIIVN in this regard.
Analysis and reporting of findings and recommendations by DRIIVN to the client takes place in accordance with the frequency and format specified in the offer, project proposal or agreement underlying the collaboration. If no reporting format is specified, reporting shall be in Dutch and/or English and in accordance with the standards of good craftsmanship at a frequency of at least once a month. If no reporting medium has been agreed, the Contractor will determine the medium to be used.
Analysis and reporting of findings and recommendations by DRIIVN to the Client shall take place on the basis of the software and/or tooling used by the Client for the purpose of web analysis. The definitions for metrics or Key Performance Indicators (KPIs) used by the software and/or tooling in question are leading in this. The metric “unique visitor” thus refers to a unique visitor in accordance with the definition and method of determination as used by the software and/or tooling concerned. If DRIIVN at any time deviates from this definition, it is obliged to clearly specify this to the Client in the relevant report, or in the offer, the project proposal or the agreement that forms the basis of the collaboration.
DRIIVN undertakes to store the results of the analysis and those of any related previous analyses and subsequent reports for at least six months, unless legislation or regulations or the objective of the analysis necessitate another period. Client has the possibility to shorten or extend the storage period at his request.
Storage of data collected by DRIIVN, analyses and/or dashboards relating to work performed for the Client takes place within the secure company network of DRIIVN. DRIIVN reserves the right to permanently remove Client’s data from its corporate network or destroy them after the 6 month retention period has expired, or as much earlier as Client deems desirable.
Article 8: Specific stipulations regarding placements on job sites, display advertising, Social Media Advertising and Digital Out of Home.
The Client warrants and will confirm in writing upon DRIIVN’s first request that:
Advertisement material supplied by Client or third parties engaged by Client has been prepared in accordance with IAB standards, is free of technical defects and is suitable for placement of performance measurement and monitoring systems (including “tagging”);
the information provided by the Client is correct and complete and the Client will always make this information available to DRIIVN in time and in full, and that the Client will provide all other cooperation reasonably required for the execution of an Agreement;
Client will always act in accordance with applicable domestic and foreign laws and regulations, advertising codes, (ownership) rights or conditions of third parties and take all necessary measures to that end;
Client will always provide a link to the landing page of a website that is traceable through the applicable performance measuring system exclusively (not used for other purposes) or that is otherwise exclusive;
During the term of an Agreement Client shall not alter, obscure or remove the measuring systems installed for the purpose of monitoring the results, or any usernames and passwords provided, and shall keep them carefully, shall not make them available to third parties and shall secure them against any form of unauthorized use, and in the event of any such unauthorized use or upon first request by DRIIVN shall immediately take all measures necessary to stop such use;
Client shall indemnify DRIIVN against any third party claim against DRIIVN in case of breach by the Client of the aforementioned obligations.
Client is aware that DRIIVN may make use of third-party software in the performance of the agreement and agrees to be bound by the terms and conditions associated with the use of such software, but only insofar as the software used is explicitly mentioned in the agreement, order confirmation or other type of written communication between Client and DRIIVN agreeing to the performance of work;
For the calculation of the agreed fees, the administration and measurement systems of DRIIVN are leading, unless a higher calculation follows from the measurement systems of the Client. In that case, the compensation due will be calculated on the basis of reasonably estimable measurement results;
The Client is obliged, immediately after termination of an Agreement for whatever reason, to remove the tags or “measurement code” placed on it, both on its own websites and on any third-party websites on which these tags have been placed, with the exception of tags that belong to the Client.
If Client uses the (user) license(s) of DRIIVN to purchase media itself, Client accepts full responsibility for the execution and financial consequences.
Written instructions by DRIIVN must always be strictly followed by Client, but cannot wholly or partially relieve Client of ultimate responsibility. All direct or indirect damages suffered by DRIIVN as a result of the performance by Client shall be fully compensated. Client shall ensure that payments to DRIIVN are made in accordance with the agreed payment schedule and/or payment terms. Any delay in meeting the agreed payment deadlines will entitle
DRIIVN is entitled, without any prior written notice, to terminate the Agreement and to suspend performance temporarily or permanently.
DRIIVN is in no way responsible for the possible consequences of such termination or discontinuation.
Article 9: Adjustment of the Agreement
If during the execution of the agreement it appears that for a proper execution it is necessary to change or supplement the work to be done, parties will timely and in mutual consultation adapt the agreement accordingly.
If parties agree that the agreement is amended or supplemented, this may affect the time of completion of the execution. DRIIVN will inform the Client of this as soon as possible.
If the change or addition to the agreement will have financial consequences, DRIIVN will inform the client thereof in advance.
If a fixed fee is agreed, DRIIVN will indicate to what extent the change or supplement to the agreement will result in an increase of this fee.
Article 10: Contract duration and term of execution
Agreements are entered into for a fixed period of 12 months unless the parties have agreed otherwise in writing. After expiry of the first contract period, agreements are automatically renewed for the same period.
Stated periods for completion of an assignment can never be regarded as a deadline, unless parties have explicitly agreed otherwise in writing. If DRIIVN does not fulfil its contractual obligations or does not fulfil them on time, it must be given written notice of default.
Where DRIIVN does not expect to be able to fulfil its obligations within the stated period, it shall notify the Client as soon as possible.
DRIIVN is entitled to demand advance payment or security from the Client with respect to the fulfilment of the Client’s financial obligations, before proceeding to provide services.
Exceeding a delivery time by DRIIVN as referred to in article 9.2 of this article does not qualify as a failure attributable to DRIIVN and does not justify the dissolution of the agreement by the Client, nor does it result in DRIIVN being liable for compensation of any damage suffered by the Client as a result of the actual longer delivery time.
Article 11: Progress of the agreement
DRIIVN cannot be obliged to commence work on an order until all necessary information is in its possession and it has received any agreed payment (by instalment). In the event of such delays, the stated delivery dates and agreed contract duration shall be adjusted proportionally and DRIIVN shall be entitled to suspend work, without prejudice to the Client’s obligation to meet its (payment) obligations.
In the event that the provision of services cannot be performed normally or without interruption due to causes beyond DRIIVN’s control, DRIIVN is entitled to charge the Client for any costs arising therefrom.
Article 12: Fee structure
DRIIVN and the Client can agree upon a fixed fee for the work to be carried out, or determine the fee afterwards on the basis of the hours actually worked. The parties shall specify the amount of the fixed fee or the applicable hourly rate in writing.
In addition, parties have the possibility to agree on a way to make the fee partly dependent on the result of the assignment. This can only be the case if the exact details are agreed upon in writing.
If the fee has not been fixed in writing, DRIIVN is entitled to fix it on the basis of its usual (hourly) rates, valid for the period in which the work was done.
For agreements with a duration of more than two months, the fees due can be charged on a monthly basis.
The prices and/or hourly rates used shall be reviewed periodically (in principle on 1 January and/or 1 July) on the basis of wage and inflation figures, but shall only result in an adjustment of the fee agreed with Principal after the expiry of the first contractual period in the case of a fixed-term contract, or a minimum period of 12 months in the case of contracts for an indefinite period.
Media expenditures (also “media purchase costs”) are in principle paid by the Client directly to the relevant advertising platform (e.g. Google AdWords).
Article 13: Confidentiality
Both parties are bound to secrecy of all confidential information they have obtained within the framework of the agreement from each other or from another source. Information is considered confidential if the other party has indicated so or if this follows from the nature of the information.
The Client shall not copy or otherwise make the confidential information available to third parties, except with DRIIVN’s prior written consent.
The Client shall not use the confidential information for any purpose other than that for which it was provided by DRIIVN and shall not apply it in any manner other than as indicated by DRIIVN. The Client shall not make any changes to documents or items containing confidential information of DRIIVN.
The Client is obliged to bind in writing his employees, agents and subcontractors who – of necessity – become aware of the confidential information, to the same confidentiality obligations as the Client, prior to obtaining confidential information.
In the event of a breach of one or more of the obligations set out in this article, the Client shall be liable to pay DRIIVN an immediately payable penalty of €5,000.00 for each day that a breach continues. This penalty is without prejudice to DRIIVN’s right to full compensation under the law.
The provisions of this article shall survive termination or dissolution of the agreement.
Article 14: Complaints
Complaints about activities carried out by DRIIVN must be reported in writing to DRIIVN by the client within 15 days of discovery, but at the latest within 30 days of completion of the activities concerned, failing which the client is deemed to have fully accepted the results of the assignment. The notice of default must contain as detailed as possible a description of the shortcoming, so that DRIIVN is able to respond adequately.
If the complaint is well-founded, DRIIVN will carry out the work as agreed, unless this has become demonstrably pointless for the client. The latter must be made known by the Client in writing.
If it is no longer possible or meaningful to carry out the agreed work, DRIIVN will only be liable within the limits of Article 15.
Filing a complaint never suspends the payment obligations of the Client.
If a complaint is reported later than the set term, the Client is no longer entitled to have the complaint handled or compensation paid.
If it is established that a complaint is unfounded, the costs incurred, including research costs, on the part of DRIIVN will be paid in full.
DRIIVN, shall be borne in full by the Client.
Article 15: Intellectual property
All copyrights and other intellectual property rights related to the services provided by DRIIVN, rest with DRIIVN. The Client acknowledges these rights and will refrain from any infringement on these rights. All copyrights and other intellectual property rights related to, but not limited to Google AdWords, Google Analytics and similar online accounts, are transferred “free of charge” to the Client upon its first written request, but only if and when the Client has fulfilled its (payment) obligations.
All documents provided by DRIIVN are exclusively intended to be used by the Client. The Client is not permitted to disclose or reproduce in any form whatsoever any information obtained from DRIIVN, unless such disclosure is authorised in writing by DRIIVN.
All documents supplied by DRIIVN in fulfilment of the project remain the property of DRIIVN. Upon expiration or termination of the contract, DRIIVN may request the Client to destroy or return these documents.
The Client indemnifies DRIIVN against all claims by third parties regarding intellectual property rights on the information and documents provided by it to DRIIVN, which are used in the performance of the contract.
DRIIVN reserves the right to use the knowledge acquired in carrying out the work for other purposes, provided that no confidential information supplied by the Client to third parties is thereby disclosed.
Article 16: Responsibility
The Client warrants the accuracy and completeness of the information provided by the Client to DRIIVN in connection with the conclusion and performance of the agreement and shall always promptly notify DRIIVN in writing of any changes in the information provided. DRIIVN is not liable for claims by the Client and/or third parties arising from or connected with data provided by the Client to DRIIVN that are incorrect and/or incomplete or with changes to the data provided by the Client to DRIIVN that were not reported on time.
Any liability of DRIIVN, its employees and any persons engaged by DRIIVN in the performance of an assignment shall be limited to the amount paid out in the relevant case under DRIIVN’s professional/business liability insurance policy, including any excess to be borne by DRIIVN.
In the event that DRIIVN’s professional/company liability insurance as referred to in Article 15.2 does not provide cover in a specific case, the liability of DRIIVN, its employees and any persons engaged by DRIIVN in the performance of the engagement shall be limited to a maximum of the total amount of compensation received by DRIIVN in the three months prior to the event causing the damage. This limitation of liability applies per year, regardless of the number of damaging events.
The Client indemnifies DRIIVN against any claims by third parties who incur damage in connection with the performance of the agreement and whose cause is attributable to the Client.
DRIIVN shall never be liable for any damage suffered by the Client or any third party as a result of incorrect, incomplete or untimely information provided by the Client.
In no event shall DRIIVN be liable for any loss or damage whatsoever arising from any defect in software or other computer software used by DRIIVN.
In no event shall DRIIVN be liable for any loss or damage whatsoever arising from any failure by the Client to send DRIIVN any (email) message.
DRIIVN’s liability for indirect damages is excluded. Indirect damage is understood to mean all damage that is not direct damage and therefore in any case, but not limited to, consequential damage, loss of profit, lost savings, reduced goodwill, damage due to business stagnation, damage due to failure to determine marketing objectives, damage relating to the use of data or data files prescribed by the Client, or loss, mutilation or destruction of data or data files.
DRIIVN is not liable for damage to, loss of or destruction of objects, materials, image or word data in any form whatsoever which are made available by it or on behalf of the Client or which are produced by third parties at the Client’s request.
Advice provided by DRIIVN is an obligation of effort and not an obligation of result. Guarantees of result shall not be deemed to have been given when advice is provided. DRIIVN is therefore not liable if no result is achieved.
DRIIVN accepts no liability whatsoever for loss or alteration of data supplied via digital data carriers or e-mail. The Client, or any third party engaged by it, should always check this data for accuracy and completeness.
DRIIVN accepts no liability whatsoever for the content of websites or multimedia expressions produced by it.
DRIIVN accepts no liability whatsoever for the possible presence of viruses on data carriers supplied by it or data or software delivered or retrieved via the internet. The Client is responsible for checking the supplied information carriers, data or software for the presence of viruses.
DRIIVN accepts no legal liability whatsoever for information, freeware and shareware made available via the internet or intranet. DRIIVN accepts no liability for the accuracy of the information available or for the proper functioning of the software present, nor for the consequences thereof.
Unless performance by DRIIVN is permanently impossible, DRIIVN shall only be liable for attributable failure in the performance of the Agreement if the Client gives DRIIVN immediate written notice of default, setting a reasonable time period in which to remedy the failure, and DRIIVN continues to fail attributably in the performance of its obligations after that period. The notice of default must contain as full and detailed a description of the breach as possible, to enable DRIIVN to respond adequately.
Any claim for damages by the Client against DRIIVN that is not specified and explicitly reported shall lapse by the mere lapse of twelve (12) months after the claim arose.
The exclusions and limitations referred to in this article shall cease to apply if and insofar as the damage is the result of intent or deliberate recklessness on the part of DRIIVN or its management.
Article 17: Payment
Invoicing takes place monthly in advance, payment takes place within 14 days after the invoice date, in a way to be indicated by DRIIVN in the currency in which the invoice was made. Objections to the amount of the invoices do not suspend the payment obligation.
Payments due to DRIIVN shall be made by the Client without discount or set off, except for settlement against adjustable advance payments relating to the agreement which the Client has made to DRIIVN. The Client is not entitled to suspend payment of invoices for work already performed.
If the Client fails to pay the invoices within the stipulated payment term, the Client shall owe, in addition to the amount due, an interest rate equal to the statutory (commercial) interest rate plus 2% (in words: two percent) per month.
In the event of liquidation, bankruptcy, seizure or suspension of payment of the Client, the claims of DRIIVN against the Client shall become immediately due and payable.
DRIIVN has the right to have payments made by the Client go first of all to reduce the costs, then to reduce the interest due and finally to reduce the principal sum and the current interest. DRIIVN may, without thereby falling into default, refuse an offer of payment if the Client indicates a different sequence of attribution. DRIIVN can refuse full repayment of the principal sum, if this does not include the interest still due, the current interest and the costs.
Article 18: Incasso costs
In the event that the Client is in default or breach of contract with respect to one or more of its obligations to DRIIVN, all costs incurred in obtaining satisfaction out of court, such as writing reminders, summonses and including actual attorney and bailiff fees, shall be borne by the Client. These costs amount in any case to 15% (in words: fifteen percent) of the total invoice amount due and not paid within the payment term.
If DRIIVN is able to demonstrate that it has incurred higher costs than the aforementioned percentages, the Client shall also owe DRIIVN the higher amount.
The Client shall furthermore owe DRIIVN all costs incurred by DRIIVN, including – but not limited to – actual attorney fees and court costs, related to the conduct of legal proceedings, such in all instances, unless such costs are unreasonably high in light of the prevailing and usual rates charged by, for example, attorneys, and unless DRIIVN is found to be at fault in legal proceedings by final and conclusive decision.
Article 19: Communication
In the event that the Client has sent any digital message to DRIIVN, the Client may only assume that this message has reached DRIIVN if the Client has received a confirmation of receipt, not being an automatic confirmation of receipt.
General information provided by DRIIVN, whether or not on the Internet, at the request of the Client or otherwise, is free of obligation and shall never be deemed to constitute advice given by DRIIVN in the context of an instruction given to it, except in so far as DRIIVN’s communication indicates the contrary or where such advice is tailored to the Client’s personal situation.
Until the Client has notified DRIIVN of a change of address, DRIIVN may rely on the Client being contactable at the address provided by the Client at the commencement of the instruction, including the Client’s e-mail address.
Article 20: Ownership reservation
DRIIVN retains title to goods delivered and to be delivered under the agreement until such time as the Client has fulfilled his payment obligations to DRIIVN in connection therewith. These payment obligations consist of payment of the agreed price, increased by all claims relating to work carried out in connection with the agreement, as well as claims relating to any damages due to failure to perform obligations on the part of the Client.
The goods covered by retention of title may only be sold on by the Client in the normal course of business.
In the event that DRIIVN invokes retention of title, the relevant agreement shall be deemed dissolved, without prejudice to DRIIVN’s right to claim damages, loss of profits and interest.
The principal is required to notify DRIIVN immediately in writing of the fact that third parties are asserting rights in respect of goods which are subject to retention of title under this article.
Article 21: Decommissioning
DRIIVN has the right to put products and/or services (temporarily) out of use and/or restrict their use in the event that the Client fails to meet an obligation to DRIIVN under the agreement, or violates the general conditions. The obligation to pay the amounts due remains even during the outage.
DRIIVN activates the product and its service as soon as the Client has fulfilled his obligation and paid an amount determined for the product or service.
Article 22: Return of goods provided
In the case that DRIIVN has made goods available to the Client during the execution of the order, the Client is obliged to return the delivered goods in their original state, free of defects and in their entirety, at the request of DRIIVN, within 14 days. If the Client fails to comply with this obligation, all costs resulting from this shall be at his expense.
If, for any reason whatsoever, after notice has been given, the Customer still fails to comply with the obligation mentioned under 1, DRIIVN shall be entitled to recover from the Client the resulting damage and costs, including replacement costs.
Article 23: Force majeure
In case of force majeure DRIIVN is entitled, without judicial intervention, to either suspend the execution of the agreement or to dissolve the agreement, without being held liable for any compensation. If the force majeure occurs when the agreement has been partially performed, the client is required to fulfill his obligations towards DRIIVN up to that moment. All costs incurred by DRIIVN up to that time shall be immediately due and payable in full.
Force majeure shall include war, riots, mobilisation, domestic and foreign unrest, government measures, strikes and lockouts by employees, disruption of the currency relations existing at the time of entering into the agreement, weather conditions, business interruptions due to fire, accident or other occurrences and natural phenomena, regardless of whether these circumstances occur at DRIIVN, its suppliers or third parties engaged by it for the performance of the agreement.
Article 24: Suspension, termination and dissolution
DRIIVN is entitled to terminate the agreement in writing at any time.
In the case of an agreement with a duration of 12 months or less, the Customer may terminate the agreement in the interim, subject to a notice period of 2 calendar months. In the case of agreements with a term of more than 12 months or for an indefinite period of time, Customer must observe a notice period of 3 calendar months.
If a fixed-term contract is terminated prematurely by the client, DRIIVN is entitled to compensation for the resulting loss of capacity, which can be demonstrated to be reasonable, amounting to 50% of the regular fee calculated over the remaining original term of the contract, unless the termination is based on facts and circumstances which can be attributed to DRIIVN and the applicable (complaints) procedure has been followed by the Contractor. Furthermore, the Client shall in that case be obliged to pay the invoices for work carried out up to that point. The provisional results of the work carried out up to that point shall therefore be made available to the Client with reservation.
DRIIVN is entitled to suspend the fulfilment of its obligations or to dissolve the agreement if After the conclusion of the agreement, DRIIVN learns of circumstances that give good reason to fear that the client will not fulfil his obligations; If, due to a delay on the part of the client, DRIIVN can no longer be required to perform the agreement under the originally agreed conditions, DRIIVN is entitled to dissolve the agreement.
DRIIVN is also entitled to dissolve the agreement if circumstances arise of such a nature that fulfilment of the agreement is impossible or if other circumstances arise of such a nature that DRIIVN cannot reasonably be required to maintain the agreement unaltered.
In the event that the agreement is dissolved, DRIIVN’s claims against the client shall become immediately due and payable. If DRIIVN suspends fulfillment of its obligations, it shall retain its claims under the law and the agreement.
If DRIIVN suspends or dissolves the contract, it is in no way liable to pay compensation for damages and costs incurred in any way.
If the dissolution is attributable to the Client, DRIIVN is entitled to compensation for damages, including costs, incurred directly and indirectly as a result.
If the Client does not comply with his obligations under the agreement and this non-compliance justifies the dissolution, DRIIVN is entitled to dissolve the agreement immediately and with immediate effect without any obligation on his part to pay any compensation or indemnification, while the Client, by virtue of default, is obliged to pay compensation or indemnification.
If the agreement is terminated prematurely by DRIIVN, DRIIVN will, in consultation with the Client, arrange for the transfer of work still to be carried out to third parties. This is unless the termination is attributable to the Client. If the transfer of the work results in extra costs for DRIIVN, these will be charged to the Client. The Client is obliged to pay these costs within the specified period, unless DRIIVN indicates otherwise.
In case of liquidation, of (request for) suspension of payments or bankruptcy, of attachment – if and to the extent that the attachment has not been lifted within three months – at the expense of the Client, of debt restructuring or any other circumstance as a result of which the Client can no longer freely dispose of its assets, DRIIVN is free to terminate the agreement at once and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. In that case, DRIIVN’s claims against the Client are immediately due and payable. If the Client cancels an order placed in whole or in part, the goods ordered or prepared for it, increased by any costs already incurred, the loss of profit thereof and the working time reserved for the execution of the agreement, will be charged in full to the Client.
If a client wishes to change the execution of a project or assignment provided, DRIIVN is not obliged to do so. DRIIVN is then entitled to cancel the order. In that case the Client shall be liable for damages suffered by DRIIVN, including loss of profit and costs incurred.
Article 25: Recruitment of employees
During the co-operation with DRIIVN plus a period of 12 months, the Client is not permitted to recruit (former) employees of DRIIVN or to provide assignments as freelancer or self-employed person without prior written approval by the management of DRIIVN. In the event of an infringement of the provisions of this article, the Client shall be liable to pay DRIIVN an immediately payable penalty of €25,000 plus €2500.00 for each day that the infringement continues. This penalty is without prejudice to DRIIVN’s right to full compensation in accordance with the law.
Article 26: Dispute resolution and applicable law
Notwithstanding the legal rules for the competence of the civil court, any dispute between DRIIVN and the Client, in the event that the court is competent, shall be settled by the District Court in Amsterdam, even if the Client is a party not established in the Netherlands.
DRIIVN remains entitled, however, to summon the Client to appear before the court with jurisdiction under the law or the applicable international treaty.
All agreements between DRIIVN and the client are governed exclusively by Dutch law.
If a version of these conditions in a language other than Dutch is applicable to the agreement between DRIIVN and the Client, the interpretation of the text of the provisions shall be decisive. This means that when interpreting as much as possible, connection should be sought with what is meant to be agreed in the Dutch text, whereby parties agree that the wording of the provisions of the present conditions should be interpreted as grammatically as possible.
Article 27: Amendment of conditions
DRIIVN is entitled to amend the present conditions. These amendments shall take effect at the announced time of entry into force and after dispatch of the amended conditions, electronically or otherwise, by DRIIVN to the Client.