MOMBAYMARKETING

General Terms and Conditions

General Terms and Conditions Frank Mom Proprietorship Beukeboom 36, 4101VL Culemborg, the Netherlands

ARTICLE 1. DEFINITIONS

  1. Frank Mom is a Proprietorship established in Culemborg, the Netherlands at Beukeboom 36, 4101VL, registered in the Chamber of Commerce with registration number 77762835.
  2. General Terms and Conditions: the general conditions from Frank Mom described below as such.
  3. Internet: a worldwide computer network, coupled computers, databases and other telecommunication services. This network enable the creation, search and edit of information on the web.
  4. Website: A (collection of) coherent webpage(‘s) that provide a digital product and/or display information on certain topics.
  5. Software Application development: All computer software developed by Frank Mom
  6. Data analysis: Data cleaning, data transformation, modelling and visualization.
  7. Customer c.q. the customer or counterparty: the legal course with whom Frank Mom has a contractual agreement for delivering products and/or services from Frank Mom.
  8. SEO: Improving and optimizing websites for search engine index queries using various techniques.
  9. Products and services: the by Frank Mom to be exploited products and/or services that are made available (online or offline) for the customer and that can be reached by the customer and shares digital information between users (and itself); including but not limited to creation and promotion of a website, data analysis.

ARTICLE 2. APPLICABILITY AND GENERAL PROVISIONS

  1. These general terms and conditions are applicable to all offers or proposals, and agreements where Frank Mom delivers goods and/or services to the customer, even if these goods and or services aren’t (further) described in these terms and conditions.
  2. A reference to general terms and conditions from the customer aren’t applicable. Deviations from the terms and conditions can only be done in written with mutual written agreement. Deviations are only applicable to contracts in the context of these deviations and are not valid for future legal relationships.
  3. If reasonably and fairly any clause or any unreasonably onerous provision within this agreement can’t be invoked upon, then the provision should in essence and meaning be similar, extending a similar scope, so it can be invoked upon.

ARTICLE 3. PROPOSALS AND AGREEMENTS

  1. All proposals of Frank Mom are without obligations unless within the offer it has been purposefully described different. All proposals are valid for 2 months.
  2. An agreement between Frank Mom and its customers is established via oral or written acceptance of the proposal from Frank Mom by the customer.
  3. Frank Mom isn’t obligated upfront to disclose the agreement via (digital means) to the customer about information regarding the manner in which the agreement is being concluded and whether archiving the agreement or not.
  4. Proposals do not automatically apply for future agreements.
  5. Changes in the original closed agreements between Frank Mom and customers are valid from the time that both parties have orally or in writing accepted these changes.

ARTICLE 4. OBLIGATIONS FRANK MOM

  1. Frank Mom will execute the services to be performed with care and with appropriate skilled manner.
  2. Frank Mom ensures that the qualities required for the performance of its obligations with regard to expertise and experience are met.
  3. Frank Mom does not guarantee the services it provides. He will obligate himself with all means available to him to solve any malfunctions and/or defects without delay. All agreements to be concluded by Frank Mom regarding the performance of work and/or the provision of services are best efforts obligations.
  4. Frank Mom will not provide (personal) data to third parties without asking permission from its customers.
  5. Frank Mom obligates himself to confidentiality of the customer’s confidential information.

ARTICLE 5. OBLIGATIONS CUSTOMER

  1. The customer will always provide Frank Mom with useful and necessary data, information, etc. in a timely and complete manner and, if this is necessary for the execution of the activities of Frank Mom, make all facilities available.
  2. The customer warrants that all reasonable instructions from Frank Mom with regard to the use of services are followed in order to be able to carry on continuation of services in a reasonable manner, and regarding this provides Frank Mom with all assistance that reasonably can be requested by Frank Mom.
  3. The customer indemnifies Frank Mom against all claims from third parties with regard to damages of which liability of Frank Mom towards the customer is excluded and furthermore in particular for damage resulting from
    1. Improper use/incorrect installation of – and the provision of incorrect/illegal information and/or images on Software Applications developed by Frank Mom and/or third parties
    2. Breaking into and/or providing access to computer programs/Internet sites by third parties (hacking) without the permission of the customer or Frank Mom;
    3. Insulting and otherwise infringing the rights of third parties.
    4. Misuse of applications made available by Frank Mom.
    5. The customer must take care of the possession and correct functioning of the necessary hardware and software, peripherals and connections to enable the use of Frank Mom’s services and products..
  4. The customer is at all times obliged to provide correct, first off and complete information requested from the customer at or after the conclusion of an agreement. Incorrect or incomplete information gives Frank Mom the right to terminate the agreement.
  5. The customer will use the applications in a normal manner, whereby in any case actions such as spamming, email defamation and hacking (and other similar actions) are not allowed.
  6. The customer is obliged to maintain the confidentiality of Frank Mom’s confidential information.

ARTICLE 6. LIABILITY

  1. Unless damage is due to Frank Mom’s own intent or gross negligence, Frank Mom is not liable for damage of any kind (direct or indirect), trading loss and other consequential damage.
  2. The total liability of Frank Mom due to an attributable shortcoming in the fulfillment of the agreement is limited to compensation of a maximum of the amount of the price stipulated for that agreement (excluding VAT).
  3. Frank Mom is not responsible for damage due to externally hired services, parties or the use of platforms of external parties, including, but not limited to (google) SEO optimization, payment providers, custom plugins, databases, etc. Article 13 of these general terms and conditions also apply in full.
  4. Frank Mom is not liable for any form of damage as a result of inventing, developing and creating (brand) names, logos, logos and so on for customers, if it appears that they already exist and/or have already been registered. as such.
  5. Any further liability, whether for direct or indirect damage, costs and interest, for whatever reason, is excluded.

ARTICLE 7. DURATION AND TERMINATION

  1. An agreement between Frank Mom and the customer is entered into for a definite period, unless agreed otherwise in writing.
  2. The agreement can, unless the parties agree otherwise, be terminated prematurely only by dissolution if the other party culpably fails to fulfill essential obligations under the agreement. The dissolution must be made in writing after notice of default.
  3. Dissolution can only take place for that part that has not been executed by Frank Mom.
  4. Amounts that Frank Mom has invoiced before dissolution for what it has already executed or delivered for implementation remain and become immediately due for their total amount at the time of dissolution.
  5. Frank Mom can terminate the agreement with immediate effect without judicial intervention in whole or in part by means of a written notification to the other party, if the other party is declared bankrupt, if he is granted a moratorium (provisional or otherwise), if he is otherwise unable to meet his payment obligations, if the other party has become legally incompetent, or if his company is liquidated or terminated, or if the other party concerns a natural person, dies. Frank Mom will never be obliged to pay any compensation due to this type of dissolution.
  6. The parties may terminate the agreement by mutual agreement, but only by means of a written document signed by both parties.

ARTICLE 8. CHANGES AND ADDITIONAL WORK

  1. If Frank Mom has performed work or other services outside the content or scope of the agreed work and / or services at the request or with the prior consent of the customer, these activities or services will be reimbursed by the customer in accordance with the agreed rates. and if not agreed upon, according to Frank Mom’s usual rates. Frank Mom is under no obligation to comply with such request and may request that a separate written agreement be made.
  2. Insofar as a fixed price has been agreed for the services, Frank Mom will, if requested, inform the customer in writing about the financial consequences of the extra work or performance as referred to in this article.

ARTICLE 9. EXECUTION

  1. Frank Mom will make every effort to perform his services with care, where appropriate in accordance with written agreements and procedures to the customer. All services of Frank Mom are performed on the basis of a best efforts obligation, unless and insofar as Frank Mom has explicitly promised a result in the written agreement and the result in question is also described in the agreement with sufficient definiteness.
  2. Frank Mom is not liable for damages or costs resulting from the use or misuse of access or identification codes and/or certificates, unless the abuse is the direct result of an intentional or deliberate reckless act or forbearing from Frank Mom.
  3. If the agreement has been entered into by one specific person, Frank Mom is always entitled to replace this person by one or more persons with the same and/or similar qualifications.
  4. Frank Mom is not obliged to follow instructions from the customer in the performance of his services, especially if these are instructions that change or supplement the content or scope of the agreed services. However, if such instructions are followed, the work in question will be reimbursed in accordance with Frank Mom’s usual rates.

ARTICLE 10. PRICING, BILLING AND PAYMENT

  1. All prices and rates used by Frank Mom are excluding VAT and any other taxes, duties or levies imposed by the government. All prices are expressed in Euros unless stated otherwise.
  2. Frank Mom reserves the right to change the prices upon renewal of the contract / creation of a new agreement with the customer.
  3. All activities performed by Frank Mom outside the agreement with the customer are performed at the usual rates of Frank Mom.
  4. Payment by the customer to Frank Mom must be made in accordance with the payment conditions stated on the invoice. If not stated, payment must be made within 14 days of the invoice date. Frank Mom reserves the right to demand advance payment, partial payment or securities for payment at any time.
  5. In case of late payment, the customer is immediately in default. From that date, the customer will owe the statutory interest for commercial transactions without further notice of default.
  6. When Frank Mom gives an unpaid invoice or part thereof to a third party for collection, all judicial and extrajudicial costs Frank Mom must incur as a result of the customer’s failure to fulfill his obligations are for the customer’s account.
  7. Price changes as a result of one of the previous paragraphs do not entitle the customer to dissolve the agreement.

ARTICLE 11. INTELLECTUAL PROPERTY

  1. The material and/or goods and services provided by Frank Mom are and remain the property of Frank Mom, as well as the right to use them, unless otherwise agreed.
  2. Frank Mom retains the copyright at all times on matters developed by Frank Mom, whether or not commissioned.

ARTICLE 12. PROTECTION OF PERSONAL DATA

  1. Under the legislation regarding processing of personal data (such as the General Data Protection Regulation), the customer has obligations towards third parties, such as the obligation to provide information, as well as to provide access, correction and deletion of personal data of stakeholders. The responsibility for the fulfillment of these obligations rests entirely and exclusively with the customer. Parties agree that Frank Mom is “processor” within the meaning of the General Data Protection Regulation with regard to the processing of personal data.
  2. Frank Mom will, as much as technically possible, provide support to the obligations to be fulfilled by the customer as referred to in Article 13.1. The costs associated with this support are not included in the agreed prices and fees of Frank Mom and are for the account of the customer.

ARTICLE 13. FORCE MAJEURE

  1. Neither party is obliged to comply with any obligation, including any legal and/or agreed warranty obligation, if he is prevented from doing so as a result of force majeure. Force majeure on the part of Frank Mom includes: (i) force majeure of suppliers of Frank Mom, (ii) failure to properly fulfill obligations of suppliers prescribed by the customer to Frank Mom, (iii) defect of items, equipment, software or materials of third parties, the use of which is prescribed by the customer to Frank Mom, (iv) government measures, (v) electricity failure, (vi) internet failure, data network or telecommunication facilities, (vii) general transport problems.
  2. If a force majeure situation lasts longer than sixty days, each of the parties has the right to dissolve the agreement in writing. In that case, what has already been performed under the agreement will be settled proportionally.

ARTICLE 14. DECOMMISSIONING

  1. Frank Mom has the right to (temporarily) put products and services out of service and/or to limit their use if the other party fails to fulfill an obligation to Frank Mom or acts contrary to these general terms and conditions. Frank Mom will inform the other party in advance, unless this cannot reasonably be expected.
  2. (Possible) obligations to pay amounts due will continue to exist even during decommissioning.
  3. Commissioning will be resumed if the other party has fulfilled its obligations within a period set by Frank Mom.
  4. For the purpose of maintenance work, Frank Mom is entitled to temporarily decommission the delivered products and/or services.
  5. For all reasons for termination referred to in Article 7, Frank Mom reserves the right to temporarily disable the services provided in order to prevent further damage in the broadest sense of the word.

ARTICLE 15. APPLICABLE LAW AND DISPUTES

  1. All proposals, offers, agreements and the execution by Frank Mom are exclusively governed by Dutch law.
  2. All disputes, including those that are only considered as such by one party, arising from or related to the agreement to which these conditions apply or the relevant conditions themselves and its interpretation or implementation, both factual and legal, are decided by the competent judge of the court Gelderland, location Arnhem, the Netherlands.

If the provisions of the agreement conflict with the general provisions, the provisions of the agreement will prevail.

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Beukeboom 36
4101 VL
Culemborg
06 81 01 31 15
KvK: 77762835
BTW Id: NL001860580B60

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