Eyechasers Terms and Conditions
Social Media, Websites & Internet Marketing Services
Our terms and conditions apply to all our social media, website, and internet marketing services.
Article 1: Applicability
1.1 These terms and conditions apply to every offer, quotation, and agreement between Eyechasers and the client to which Eyechasers has declared these terms and conditions applicable, unless the parties have expressly deviated from these terms and conditions in writing.
1.2 These terms and conditions also apply to agreements with Eyechasers for the performance of which Eyechasers must engage third parties.
1.3 In these terms and conditions, “Social Media” refers to all internet applications that enable users to share information in the form of text, audio, images, and music in a user-friendly manner. “Websites” refers to software such as HTML, CSS, WordPress, JavaScript, PHP, and other front-end related matters or other Content Management Systems. “Internet marketing” refers in these terms and conditions to the marketing of products or services via the internet. “Content” in this context refers to the content of posts to be published on social media, including visual and audio material. A collective term for these three terms is “Online Marketing.”
1.4 Any deviations from or additions to these general terms and conditions are valid only if agreed upon in writing by the parties.
1.5 The applicability of the client’s purchasing terms and conditions or any other terms and conditions is expressly rejected.
1.6 If any provision of these general terms and conditions is invalid or is held to be void, the remaining provisions of these general terms and conditions shall remain in full force and effect. In such a case, Eyechasers and the client shall consult with each other to agree on new provisions to replace the invalid or void provisions, taking into account as much as possible the purpose and intent of the original provisions.
1.7 If there is any ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, such provisions shall be interpreted “in accordance with the spirit” of these provisions.
1.8 If a situation arises between the parties that is not covered by these general terms and conditions, such situation shall be assessed “in the spirit” of these general terms and conditions.
1.9 If Eyechasers does not consistently require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that Eyechasers would in any way lose the right to require strict compliance with the provisions of these terms and conditions in other cases.
Article 2: Quotes and Offers
2.1 The Client warrants the accuracy and completeness of the information provided to Eyechasers by or on behalf of the Client, upon which Eyechasers bases its offer. The Client shall at all times exercise the utmost care to ensure that the requirements to which Eyechasers’ performance must conform are accurate and complete.
2.2 All quotations and offers from Eyechasers are non-binding, unless a deadline for acceptance is specified in the quotation. If no deadline for acceptance is specified, no rights may be derived from the quotation or offer in any way if the product to which the quotation or offer relates is no longer available in the meantime.
2.3 Eyechasers cannot be held to any quotes or offers if the client can reasonably understand that the quotes or offers, or any part thereof, contain an obvious error or typographical mistake.
2.4 If the acceptance differs (whether on minor points or otherwise) from the offer set forth in the quotation or proposal, Eyechasers shall not be bound by it. In such a case, the agreement shall not be concluded in accordance with this deviating acceptance, unless Eyechasers indicates otherwise.
2.5 A composite quotation does not oblige Eyechasers to perform part of the assignment for a corresponding portion of the quoted price. Offers or quotations do not automatically apply to future orders.
Article 3: Price, Payment, and Collection Fees
3.1 All prices are exclusive of sales tax (VAT) and other government-imposed taxes or levies.
3.2 If the client consists of multiple natural persons and/or legal entities, each of those persons is jointly and severally liable for payment of the amounts due under the agreement.
3.3 If the client has a recurring payment obligation, Eyechasers is entitled to adjust the applicable prices and rates in writing, subject to a three-month notice period. If the client does not wish to agree to such an adjustment, the client is entitled to terminate the agreement in writing within thirty days of the notification, effective as of the date on which the adjustment would take effect. However, the client does not have such a right of termination if the parties have agreed that the applicable prices and rates may be adjusted in accordance with an agreed index or other
benchmark.
3.4 All invoices must be paid by the client in accordance with the payment terms specified on the invoice (such as the currency). In the absence of specific terms, the client must pay no later than fourteen days after the invoice date by transferring the amount to a bank account number specified by Eyechasers, citing the invoice number. Monthly amounts are invoiced at the beginning of each month.
3.5 The Client is not entitled to set off any amounts owed.
3.6 If no fixed price has been agreed upon, Eyechasers charges an hourly rate of €100, including VAT, but excluding travel and accommodation expenses and any other costs. If third parties increase prices beyond Eyechasers’ control, Eyechasers is entitled to pass on this price increase to the customer. This includes, among other things, increases in taxes, levies, and material costs.
3.7 If the client fails to pay the amounts due, or fails to do so on time, the client shall owe statutory commercial interest on the outstanding amount without any reminder or notice of default being required. If the client fails to settle the claim after receiving a reminder or notice of default, Eyechasers may refer the claim to a collection agency, in which case the client shall be liable not only for the total amount then due but also for reimbursement of all judicial and extrajudicial costs.
3.8 Eyechasers is entitled to assign its claims for payment of fees to a third party.
3.9 Objections to the amount of an invoice do not suspend the obligation to pay.
3.10 If the client is in default or fails to fulfill its obligations (in a timely manner), all reasonable costs incurred in obtaining satisfaction through out-of-court proceedings shall be borne by the client. The extrajudicial costs are calculated based on what is customary in Dutch debt collection practice, currently the calculation method according to the Voorwerk II Report. However, if Eyechasers has incurred higher collection costs that were reasonably necessary, the actual costs incurred are eligible for reimbursement. Any court and enforcement costs incurred will also be recovered from the client. The client is also liable to pay interest on the collection costs owed.
Article 4: Implementation of Online Marketing
4.1 The Client shall at all times guarantee the accuracy, completeness, and consistency of the information provided to Eyechasers. Any inaccuracies, omissions, or inconsistencies shall be at the Client’s own expense and risk.
4.2 The client shall ensure that all information which Eyechasers indicates is necessary, or which the client should reasonably understand to be necessary for the performance of the agreement, is provided to Eyechasers in a timely manner. If the information required for the performance of the agreement is not provided to Eyechasers in a timely manner, Eyechasers has the right to suspend the performance of the agreement and/or to charge the client for the additional costs resulting from the delay in accordance with the rates customary at that time. The performance period shall not commence until the client has made the information available to Eyechasers. Eyechasers shall not be liable for any damage, of whatever nature, resulting from Eyechasers having relied on incorrect and/or incomplete information provided by the client.
4.3 Eyechasers will perform the agreement to the best of its knowledge and ability and in accordance with the standards of good workmanship, based on the current state of scientific knowledge.
4.4 If and to the extent that the proper performance of the agreement so requires, Eyechasers has the right to have certain work performed by third parties.
Article 5: Commencement, Term, Amendment, and Termination of the Agreement
5.1 Unless the agreement specifies a start date, the agreement becomes effective on the day Eyechasers receives the agreement signed by the client.
5.2 Unless a termination date is specified in the agreement, an agreement for (support of) online marketing has a minimum term of one (1) month and is automatically renewed each month for an additional month, unless otherwise agreed. After one year, the agreement may be terminated in writing at any time, subject to a notice period of one (1) month. This month begins on the date on which the next contract month starts. The agreement between Eyechasers and the client is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.
5.3 If, during the performance of the agreement, it becomes apparent that amending or supplementing the agreement is necessary for its proper performance, the parties shall proceed to amend the agreement in a timely manner and by mutual agreement. If the nature, scope, or content of the agreement is amended—whether or not at the request or instruction of the client, the competent authorities, etc.—and the agreement is thereby altered in qualitative and/or quantitative terms, this may have consequences for what was originally agreed upon. Consequently, the originally agreed-upon amount may also be increased or decreased. Eyechasers will provide a price estimate for this in advance as much as possible. Furthermore, a change to the agreement may alter the originally specified completion deadline. The client accepts the possibility of changes to the agreement, including changes in price and completion deadline.
5.4 If a price increase exceeds 30% or if the actions of either party violate the law or public policy, both the client and the contractor are entitled to terminate the agreement immediately.
5.5 If the agreement is amended, including by way of an addendum, Eyechasers is entitled to implement such amendment only after the person authorized within Eyechasers has given their approval
and the client has agreed to the price and other terms specified for the implementation, including the time to be determined at that time when the amendment will be implemented. Failure to perform or immediate performance of the amended agreement does not constitute a breach of contract by Eyechasers and does not constitute grounds for the client to terminate or cancel the agreement.
5.6 Without being in default, Eyechasers may refuse a request to amend the agreement if such an amendment could have qualitative and/or quantitative implications, for example, for the work to be performed or the goods to be delivered under the agreement.
5.7 If the client fails to properly fulfill its obligations to Eyechasers, the client shall be liable for all damages incurred by Eyechasers as a direct or indirect result thereof.
5.8 If the agreement is carried out in phases, Eyechasers may suspend the performance of those parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.
Article 6: Confidentiality
The parties shall ensure that all information received from the other party that is known or reasonably should be known to be confidential remains confidential. The party receiving confidential information shall use it only for the purpose for which it was provided. Information shall in any case be considered confidential if it has been designated as such by either party.
Article 7: Intellectual Property Rights
7.1 Unless otherwise agreed, Eyechasers retains intellectual property rights to the texts, designs, images, drawings, sketches, and all other plans and ideas provided to the Client in connection with the assignment. The client must therefore handle this data/information in such a way that it cannot be misused by third parties. In this regard, the client is obligated to use the designs only in the manner agreed upon and, if and to the extent applicable, will mention the contractor’s full name in its publications/communications.
7.2 Eyechasers reserves the right to use the knowledge gained through the performance of the work for other purposes, provided that no confidential information is disclosed to third parties in the process.
7.3 Eyechasers reserves the right to use portions of the content developed in future
projects.
7.4 Eyechasers and any subcontractors (third parties) reserve the right to use the content developed for the client, in whole or in part, for promotional, marketing, and/or demonstration purposes.
7.5 The Client is responsible for ensuring that no third-party rights prevent the provision of materials to Eyechasers for the purpose of use, modification, installation, or incorporation. The Client shall indemnify Eyechasers against any claims by third parties relating to any infringement of such third party’s intellectual property rights.
Article 8: Termination and Cancellation of the Agreement
8.1 If, after an agreement has been concluded, the client cancels the assignment in whole or in part, Eyechasers is entitled to charge the client for all costs incurred in connection with that assignment, with a minimum of 50% of the outstanding (remaining) value of the total assignment value. After payment of the costs, Eyechasers will hand over to the client whatever has already been developed in connection with that assignment, subject to the other provisions of these terms and conditions.
8.2 If the client fails to fulfill its obligations, Eyechasers shall be entitled to suspend the performance of the agreement in whole or in part and to charge the resulting costs in accordance with its standard rates, all without prejudice to Eyechasers’ right to exercise any other legal and/or contractual rights.
8.3 A mere failure to meet a (delivery) deadline or (completion) date does not constitute a default on the part of Eyechasers. In all cases, Eyechasers will only be in default due to a delay after the client has given it written notice of default. The notice of default must contain as complete and detailed a description of the breach as possible. Eyechasers must be given a reasonable period of time to still perform the agreement.
8.4 If, following a written demand from the other party, either party fails to fulfill an obligation, the other party shall be entitled, without further notice of default or judicial intervention, to terminate the relevant agreement with immediate effect, and without being liable to the other party for any damages, by registered letter, without prejudice to the terminating party’s right to exercise other rights to which it is legally entitled and without prejudice to Eyechasers’ right to payment for goods already delivered, work already performed, and/or services already rendered.
8.5 Either party may terminate the agreement in whole or in part in writing with immediate effect and without notice of default if the other party – whether or not on a provisional basis – is granted a stay of payments, if bankruptcy is filed against the other party, if the other party’s business is liquidated or terminated other than for the purpose of restructuring or a merger of businesses, or if the controlling interest in the client’s business changes. Eyechasers
shall under no circumstances be obligated to refund any amounts already received or to pay damages as a result of such termination. In the event of the client’s bankruptcy, the right to use the software, websites, and similar materials made available to the client shall lapse by operation of law.
Article 9: Eyechasers' Liability
9.1 Websites such as Facebook, Instagram, Snapchat, LinkedIn, YouTube, Pinterest, Google, and Twitter are external, open-source web applications. Eyechasers is not liable for any errors in these systems or their functionalities.
.9.2 Any liability on the part of Eyechasers arising from an attributable breach of the agreement or on any other grounds is limited to compensation for direct damages up to a maximum of four times the monthly invoice amount (excluding VAT), but in all cases only to the extent that such damages are covered by Eyechasers’ liability insurance.
9.3 “Direct damage” shall be understood to mean exclusively the reasonable costs incurred to determine the cause and extent of the damage, to the extent that such determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to bring Eyechasers’ defective performance to comply with the agreement, to the extent that this can be attributed to Eyechasers, and reasonable costs incurred to prevent or limit damage, to the extent that the client demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions. For damage, such as but not limited to lost profits and/or stagnation damage, that is an indirect consequence of the goods and/or services provided by Eyechasers, Eyechasers shall, except in cases of intent or gross negligence, only be liable up to the amount paid out by Eyechasers’ insurer in respect of such damage.
9.4 The exclusions and limitations referred to in this section shall not apply if and to the extent that the damage results from willful misconduct or gross negligence on the part of Eyechasers’ employees.
9.5 Unless performance by Eyechasers is permanently impossible, Eyechasers shall only be liable for a culpable breach if the client immediately gives Eyechasers written notice of default, setting a reasonable period for remedying the breach, and Eyechasers continues to culpably fail to fulfill its obligations even after that period has expired. The notice of default must contain a detailed description of the breach, so that Eyechasers is given the opportunity to respond appropriately.
9.6 Any claim for damages is subject to the condition that the client notifies Eyechasers in writing of the damage within 96 hours of its occurrence.
9.7 The provisions of this section, as well as all other limitations and exclusions of liability set forth in these general terms and conditions, shall also apply in favor of all natural and legal persons engaged by Eyechasers in the performance of the agreement.
Article 10: Force Majeure
10.1 Neither party shall be obligated to fulfill any obligation if it is prevented from doing so as a result of force majeure, that is to say: a failure that cannot be attributed to either party, is not due to its fault, and is not for its account under the law, legal acts, or customary business practices. In the event of force majeure, the affected party shall notify the other party in writing, stating the cause, the nature, the expected duration of the force majeure, and the provisions of the agreement that cannot be fulfilled as a result. The performance of the relevant provisions shall be suspended during the period of force majeure.
10.2 Force majeure shall also include: (I) force majeure on the part of Eyechasers’ suppliers; (II) defects in goods, equipment, software, or materials from third parties that the client has required Eyechasers to use; (III) government measures, (IIII) power outages, internet outages, or malfunctions of computer network or telecommunications facilities, (IIIII) war, work stoppages, strikes, and general transportation problems.
10.3 If the force majeure situation lasts longer than two months, the parties shall endeavor to reach an agreement regarding an amendment to the provision(s) of the agreement that have been suspended due to force majeure. In the absence of such an agreement within one month, either party may terminate this agreement without being liable to pay any compensation to the other party. Eyechasers nevertheless retains the right to payment for goods already delivered, work already performed, and/or services already rendered.
Article 11: Changes and Additional Work
11.1 If, at the client’s request or with the client’s prior consent, Eyechasers has performed work or other services that fall outside the scope or extent of the agreed-upon work and/or services, the client shall compensate Eyechasers for such work or services in accordance with the agreed-upon rates or, in the absence thereof, in accordance with Eyechasers’ standard rates. Eyechasers is never obligated to comply with such a request and may require that a separate written agreement be concluded for this purpose.
11.2 The work or services referred to in this section may affect the agreed or expected completion date of the services and the mutual responsibilities of the parties. The fact that additional work (or the need for such work) arises during the performance of the agreement shall never constitute grounds for the client to terminate or rescind the agreement.
11.3 Eyechasers will inform the client of the financial consequences of the additional work or services referred to in this section.
Article 12: Indemnification
The client shall indemnify Eyechasers against any claims by third parties who suffer damage in connection with the performance of the agreement and where the cause of such damage is attributable to parties other than Eyechasers. If Eyechasers is held liable by third parties on that basis, the client is obligated to assist Eyechasers both in and out of court and to immediately take all actions that may reasonably be expected of the client in such a case. Should the client fail to take adequate measures, Eyechasers is entitled, without notice of default, to take such measures itself. All costs and damages incurred by Eyechasers and third parties as a result thereof shall be borne in full by the client at its own risk.
Article 13: Management
We reserve the right to modify both our technical and non-technical facilities at any time. In such cases, you are not entitled to compensation, reimbursement for damages, or termination of the Agreement. Maintenance is, of course, essential for the technical services to function properly. We assess whether maintenance is needed, or if there is a malfunction and/or delay. If this is the case, we may temporarily suspend the Service to resolve the issues. We will always notify you in advance of any changes, suspensions, or removals of the software whenever possible. However, this is not always feasible. Therefore, you are not entitled to prior notice. You are personally responsible for the use of the granted usage and access rights, even in cases of unauthorized use. You must act as a responsible and diligent user, as would be expected under a comparable Agreement. When we provide instructions regarding the use of the Product, you must always follow them. If you fail to act in accordance with the provisions of this section, we may deny your use of and access to the Product.
Article 14: Governing Law and Disputes
14.1 The agreements between Eyechasers and the client are governed exclusively by Dutch law. The applicability of the 1980 Vienna Convention on Contracts for the International Sale of Goods is excluded.
14.2 The District Court of Amsterdam shall have exclusive jurisdiction to hear disputes arising out of or in connection with agreements between Eyechasers and the client.
14.3 The parties shall not bring a matter before a court until they have made every effort to resolve the dispute through mutual consultation.100