Following are the general terms and conditions of SalesPulse Marketing B.V. (Hereafter: “SPM”). These terms and conditions apply to all quotes by SPM and to all products and services provided by SPM, unless a written agreement specifies otherwise. By entering into an agreement with SPM for delivery of products and/or services, you declare yourself aware of these terms and conditions. SPM reserves the right to alter its general terms and conditions of sale at any time, without obligation to inform its client.
// 1 Identity of the company
SPM operates under the following names:
- SalesPulse Marketing B.V.
- SalesPulse Marketing
The address of the head office of SPM is Schoolstraat 90, 3451 AG Vleuten, The Netherlands.
The postal address of SPM is P.O. Box 45, 3600 AA Maarssen, The Netherlands.
SPM uses the following e-mail addresses:
- [employee name] @ salespulse-marketing.nl
- [employee name] @ salespulse-marketing.com
- [employee name] @ site24.fr
- Info @ salespulse-marketing.nl
- Info @ salespulse-marketing.com
- Info @ site24.fr
- Finance @ salespulse-marketing.nl
- Finance @ salespulse-marketing.com
- Finance @ site24.fr
SPM is taxable for VAT and its VAT identification number is: NL859200863B01
SPM is registered with the Dutch Chamber of Commerce under number: 72694009
// 2 Definitions
- Customer: the natural person or legal entity concluding the agreement with SPM to provide certain products and/or services.
// 3 Applicability
- By signing the agreement with SPM, the customer declares being aware of, and accepting, the general terms and conditions of sale of SPM.
- Departure from these terms and conditions is only possible by an explicit agreement, in writing, between the customer and SPM.
// 4 Offer and acceptance
- All sales quotes and offers made by SPM are without obligation.
- Signing a sales quote offered by SPM results in an agreement with SPM.
- All sales quotes and offers made by SPM are valid for 30 days unless otherwise specified. Invoicing is based on the quoted price.
- Modifications to the original agreement between the customer and SPM are not valid until they have been accepted by both parties by means of an extended or modified agreement.
- A composite quotation does not oblige SPM to perform part of the assignment for a corresponding part of the price stated.
- Sales quotes and offers have no automatic validity for future orders.
// 5 Execution of the agreement
- SPM shall execute the agreement to the best of its insight and capacity, and according to good professional practices.
- If and insofar as execution of the agreement demands, SPM has the right to subcontract certain tasks to third parties.
- The customer shall ensure that SPM is provided in good time all the data which SPM lists as necessary to the execution of the agreement or which the customer may reasonably understand to be necessary. If the data necessary to the execution of the agreement are not communicated to SPM in a timely manner, SPM has the right to delay the execution of the agreement and/or to invoice the supplementary costs resulting from the delay to the customer at the normal rate.
- SPM will not be liable for any damage, of whatever nature, caused by SPM using incorrect or incomplete data provided by the customer, unless their incorrect or incomplete nature should have been obvious to SPM.
- If the agreement is to be executed in successive phases, SPM may delay the work belonging to a later phase until the results of the previous phase have been accepted, in writing, by the customer.
- If one or more employees of SPM, or of a third party contracted by the customer, are doing work on the customer’s premises, or premises designated by the customer, the customer will provide them with all reasonable facilities they ask for, at no charge.
- The customer will cover SPM against all claims from third parties who suffer damages related to the execution of the agreement and are attributable to the customer.
// 6 Duration and termination
- SPM’s services may be cancelled by the hour, and also scaled up by the hour at the same rate, unless a written agreement specifies otherwise.
- SPM has the right to terminate the agreement(s), without formal notice or judicial intervention, and with immediate effect, if the customer fails to uphold completely and correctly the agreement(s) signed with SPM, including the terms and conditions pertaining thereto.
- SPM has the right to terminate the agreement(s), without formal notice or judicial intervention, and with immediate effect, if the customer has been declared bankrupt or insolvent, or has requested insolvent status, or has otherwise lost the free management of his fortune. In such a case, the customer shall have no claim to any compensation.
// 7 Delivery and delivery time
- SPM starts the implementation of the agreed-upon products and/or services as soon as possible after receipt of the down payment and the necessary data.
- Should SPM unexpectedly find itself unable to satisfy its obligations within the specified delivery time, SPM can only be declared in default by a written declaration, and with a term of at least 14 days to satisfy its obligations.
// 8 Force majeure
- SPM accepts no liability whatsoever if SPM is prevented by force majeure from satisfying its obligations.
- If the force majeure is of a temporary nature, SPM will attempt to satisfy all its obligations from the moment when this becomes possible again. If the customer and SPM, after consultation, conclude that this is no longer possible, they will negotiate to revise or dissolve their agreement. Any products and/or services already delivered by SPM at the time the force majeure arises shall be invoiced.
// 9 Prices
- All prices indicated and included in sales quotes are given exclusive of VAT, unless explicitly specified otherwise.
- SPM will announce changes in price to the client at least 30 days in advance. The customer has the right to terminate the agreement from the effective date of the changed prices.
// 10 Payment
- In the case of an agreement for a fixed number of hours, SPM will invoice each month and in advance. In the case of costs calculated after delivery, the invoice will be sent afterwards, each month. The due date of the payment is 14 days.
- As soon as the customer exceeds the due date of the payment (14 days from the date of the invoice, unless explicitly specified otherwise), he shall be in default of payment, without formal notice. If the customer fails to pay within 14 days, he shall from that moment owe to SPM the interest on the amount due at the legal rate, plus the extralegal collection charges, calculated at the (graduated) rate recommended by the Nederlandse Orde van Advocaten (Dutch Law Society).
- In such cases, SPM reserves its right to suspend ongoing work or services until such time as the amounts due shall have been paid in full.
- If the invoiced amount is deemed incorrect by the customer, the customer should notify SPM at once, and within 14 days at the outside. SPM will examine the claim and if necessary send a new invoice, which will be due 14 days after the date of sending.
- If SPM receives, in error, a payment larger than the invoiced total, SPM will return the amount received over the amount due to the customer’s account, immediately after discovering the error, or at the first request by the customer.
- The customer will not have property rights or use rights on the products and/or services delivered by SPM until after the customer has satisfied all his obligations towards SPM.
- The client will never be entitled to set off the amount owed by him to SPM. Objections made against the amount of an invoice in no way suspend the obligation to pay.
// 11 Copyright
- The property rights upon the ideas, concepts and (draft) designs tendered by SPM remain entirely with SPM, unless a written agreement explicitly specifies otherwise. In such case, SPM shall be entitled to compensation. If infringement upon these property rights is proved, SPM shall be entitled to compensation, fixed by SPM, but within reasonable limits.
- SPM reserves the right to use knowledge acquired in the course of its work as it sees fit, always stipulated that no confidential information is passed on to any third party.
- No material created by SPM may be edited or processed in any other product that the one it was originally made for, unless an authorization explicitly specifies otherwise.
// 12 Liability
- Insofar as SPM’s activities depend on the cooperation, services and deliveries of third parties, over which SPM has little or no control, SPM accepts no liability whatsoever for any damage, of whatever nature, resulting from these relationships or their breaking, whether or not the damage occurs or appears during the relationship with SPM.
- If SPM is found liable for a failure or shortcoming in the execution of the agreement, the liability shall not exceed substitute compensation to the amount of the invoice. SPM shall not be held liable for any other form of damage, including compensation for indirect damages, collateral damages, or loss of revenue or profit.
- The customer will cover SPM against all claims to compensation from third parties that may arise in any way whatsoever from the illicit or negligent use of products and/or services provided by SPM to the customer.
- The customer must take into account that information sent over the Internet can be intercepted by third parties. SPM cannot be held liable for any form of damages caused by the transmission of confidential or secret information.
- SPM is neither responsible nor liable for the content of the material provided by the customer and included by SPM in the customer’s website.
- The customer must inform SPM immediately and in writing of any change in the customer’s data. If the customer fails to do this, the customer will bear full liability for any damages suffered by SPM in consequence.
- SPM cannot be held liable for damages caused by the customer or a third party to the products and/or services provided by SPM in a manifest attempt at maintenance.
- SPM cannot be held liable for defective services provided by third parties contracted by us.
// 13 Deactivation
- SPM has the right to deactivate (temporarily) the products and/or services it has provided, or to restrict their use, if the customer fails to fulfill an obligation towards SPM, or if the customer violates these terms and conditions. SPM shall inform the customer beforehand, unless this cannot reasonably be asked of SPM.
- The customer’s obligation of payment is not suspended during the deactivation.
- Reactivation will proceed if the customer fulfils his obligations within the time limit set by SPM.
// 14 Transfer of rights and obligations
- Neither SPM nor the customer has the right to transfer their rights or obligations pursuant to the agreement between them to a third party without prior written consent of the other party.
// 15 Complaints
- The customer has until 14 days after delivery to notify SPM of any defects in the delivered products and/or services, with a clear description of the defect. SPM will then endeavor to remedy the defects, in consultation with the customer. If SPM is not notified of any defects within the stated period, no complaints will be receivable. Problems caused by incorrect information provided by the client are explicitly excluded from the defects covered here.
- A complaint does not suspend the customer’s obligations.
// 16 Modification of the general terms and conditions of sale
- SPM reserves the right to modify or extend its general terms and conditions of sale.
- Modifications also apply to already concluded agreements, subject to 30 days written notice of the modifications.
- If the customer does not accept the modified general terms and conditions of sale, he has the right to terminate the agreement, effective from the day the modified general terms and conditions of sale enter come into effect, or within 7 days of receipt of the modified general terms and conditions of sale if they are received after they come into effect.
// 17 Other
- SPM shall not communicate personal data belonging to the customer to any third party unless under a legal obligation to do so. The same applies to any confidential information entrusted to SPM for the needs of the execution of the agreement.
- If modifications of an agreement are necessary, they can be executed by written confirmation of both parties. This can cause the agreed date of delivery to change. SPM will inform the customer as soon as possible of the new delivery date and of any financial consequences.
- SPM is free to refer to the delivered end products for promotional purposes, unless there is an explicit agreement to the contrary.
- SPM reserves the right to include a discreet reference to SPM’s own website in a website delivered to its customer, unless there is an explicit agreement to the contrary.
// 18 Settlement of disputes and jurisdiction
- If a court ruling cancels one or more of the articles of the present general terms and conditions of sale, the other articles shall retain full validity, and SPM and the customer shall enter into consultation to replace the cancelled or deleted provisions, retaining as much as possible of the purpose and thrust of the cancelled or deleted provisions.
- All offers and agreement covered by the present general terms and conditions of sale shall be governed exclusively by Dutch law.
- All disputes arising directly or indirectly from the agreement, or related to it, can be brought to Court only before the court of competent jurisdiction in Utrecht, the Netherlands. In the absence of proof the contrary, the administrative data kept and provided by SPM shall be decisive in relation to the agreement between SPM and the customer.
// 19 Property rights
- The property rights to the products, services, advice and campaigns belong to SPM until the customer has fulfilled his financial obligations.