General Terms and Conditions Organisation Groep Zuid BV concerning online products


Article 1     Definitions

1.1 Organisation Groep Zuid (OGZ) BV, having its registered office in Geldrop, the Netherlands, KVK (Chamber of Commerce) number 17171744, is referred to in these General Terms and Conditions as OGZ.
1.2 The other party is referred to as "participant/advertiser".
1.3 The agreement is understood to mean the agreement of the assignment/participation on the basis of which OGZ, in return for payment of a fee and costs charged to the participant/advertiser, places one or more advertisements and/or content in its media or other services and to which the General Terms and Conditions have been declared applicable.
1.4 Content is understood to mean: all statements that OGZ publishes on behalf of the participant/advertiser, including but not limited to advertorials, whitepapers, webinars and online platforms.

Article 2     Applicability of general terms and conditions

2.1 These terms and conditions apply to all offers, invoices, activities, agreements and delivery of services and products by or on behalf of OGZ to which OGZ has declared these terms and conditions applicable, to the extent that these terms and conditions have not been explicitly waived in writing.
2.2 The most recently sent version of these general terms and conditions always applies.
2.3 OGZ has the right to amend these conditions unilaterally if it deems this necessary. The new terms and conditions will be communicated to the participant/advertiser before they come into effect.
2.4 If one or more stipulations in these general terms and conditions are null and void or nullified in whole or in part at any time, the remaining stipulations in these general terms and conditions shall remain fully applicable.
2.5 If OGZ allows deviation from these General Terms and Conditions, this does not affect its right to still demand direct and strict compliance with the other stipulations.

Article 3     Agreement

3.1 All proposals and offers of OGZ are non-binding and valid for a period of 14 days, unless explicitly stated otherwise. 
3.2. Options on content are only deemed to have been granted if OGZ has expressly informed the participant/advertiser in writing that content has been reserved for the participant/advertiser by means of an option.
3.3 If OGZ has granted an option to the participant/advertiser and a third party has come forward to reserve the selected content, OGZ may request the participant/advertiser to decide within two working days whether it wishes to reserve the option conclusively by means of an agreement. If the participant/advertiser does not wish to make use of this option, or does not respond within the deadline, OGZ is free to sell the content to a third party.
3.4 Agreements are concluded when the participant/advertiser (digitally) signs an agreement or quotation, submits an (online) registration form, receives an order confirmation by OGZ or when OGZ actual carries out an order made by the participant/advertiser.
3.2 When an agreement is concluded, the participant accepts the applicability of these General Terms and Conditions.

Article 4     Execution of the agreement and offer

4.1 OGZ shall execute the agreement to the best of its understanding and ability. However, OGZ is not responsible for the extent to which the campaign is successful, or the extent to which the target group intended by the participant/advertiser is reached.
4.2 If the offer is accepted by means of a registration/participation, a payment obligation arises immediately for the participant/advertiser.

Article 5     Liability

5.1 OGZ is not liable for damage resulting from this agreement, unless the direct damage was caused intentionally or through gross negligence.
5.2 Participant/advertiser remains at all times personally responsible for the application or execution of knowledge or actions gained during the tracking of the content, a session or other online products.
5.3 In the event that OGZ owes compensation to the participant/advertiser for causing direct damage intentionally or through gross negligence, the damage will not exceed the amount charged by OGZ in the three months preceding the occurrence of the damage.
5.4 Participant/advertiser indemnifies OGZ against all claims of third parties in connection with the services and goods supplied by OGZ.
5.5 If the materials provided to OGZ by the participant/advertiser are protected by any intellectual property right, the advertiser guarantees at all times that he holds all licences necessary for the provision to and intended use by OGZ in the context of the agreement. 
Participant/advertiser indemnifies OGZ against all claims by third parties arising from the content and form of the content provided by the participant/advertiser.

Article 6     Rates and payments

6.1 The rates mentioned are exclusive of VAT, unless explicitly stated otherwise.
6.2 Upon registration for participation, the obligation to pay arises.
6.3 Payment of the participation fee and all other payments must be made within the due date as stated on the relevant invoice.
6.4 If the participant/advertiser fails to pay the invoice on time, a direct debit cannot be collected, a direct debit is withdrawn without good reason or a payment is reversed, the participant/advertiser will receive a single reminder or notice of default and will be in default by operation of law and will owe statutory interest.  The interest on the amount due and payable will be calculated from the moment the participant/advertiser is in default until the moment of payment of the amount due in full.
6.5 If the participant/advertiser is in default or breach of his obligations, all reasonable costs incurred to obtain extrajudicial settlement will be borne by the participant/advertiser.

Article 7     Cancellation and amendment

7.1 The participant/advertiser does not have the possibility to cancel the participation/registration with a refund of the participation fee.
7.2 In case of unforeseen circumstances, OGZ has the option to move the content in terms of publication and / or production. OGZ will notify the participant / advertiser of any change as soon as possible and the content will be made available at a later time. 
7.3 If OGZ completely renounces the execution of the online product and there is a full cancellation, the participant/advertiser will be refunded the participation amount paid in the meantime.

Article 8    Supply

8.1 The participant/advertiser is responsible for the timely and correct supply of the content material in accordance with the planning and specifications provided by OGZ. 
8.2. If content materials are not supplied on time or not in accordance with the indicated specifications, OGZ has the right not to process the advertisement/content material. OGZ will then charge the full amount for the content to the participant/advertiser.
8.3 The agreed placement date is only an indication and not a deadline, unless the parties have explicitly agreed otherwise in writing.

Article 9     Intellectual property

9.1 Copyright rests with the creator of the content and automatically gives the creator the right to publish the content or have it published on commission.
9.2 If the copyright of the content is in the hands of OGZ, the participant/advertiser may never use the content for purposes other than those agreed with OGZ without permission from OGZ, and is therefore not permitted to publish, reproduce, disclose, distribute in any way whatsoever, online or offline.
9.3 The participant/advertiser grants OGZ an unconditional, irrevocable, unrestricted and worldwide licence for the agreed duration and use with regard to the placement of the content and all intellectual and/or industrial property rights contained therein.

Article 10 Communication of personal data

10.1 In the context of the agreement between OGZ and the participant/advertiser and on request or with permission of the parties involved, OGZ can provide personal data to the participant/advertiser on the basis of which the participant/advertiser can provide its services to the parties involved. No more data will be provided than is strictly necessary for the intended purpose.
10.2 The parties shall ensure transparency regarding the transfer of personal data to data subjects.
10.3 Participant/advertiser will provide his own terms and conditions and privacy statement. The participant/advertiser communicates these to the parties involved at the moment that the parties involved start to purchase services from the participant/advertiser. The services of the participant/advertiser must be in accordance with the General Data Protection Regulation and additional legislation and regulations.
10.4 The parties shall take appropriate technical and organisational security measures with regard to the transfer of the data, such as: encrypted (encrypted) e-mail; password-protected files and web access with secure login (username and password).
10.5 If OGZ receives a request for correction from a party involved they will inform the participant/advertiser of this and the participant/advertiser will make the correction to the personal data.
10.6 The transfer and processing of personal data by the parties shall be carried out in a proper and careful way and in accordance with the General Data Protection Regulation.
10.7 For a claim (for damages) by the party involved that the transfer of personal data was not lawful, the other party  who is negligent in the breach of his or her obligations shall be liable to the affected party.
10.8 Parties are each responsible and liable for their own actions. The parties shall be liable to each other for any damage resulting from a failure to comply with one of these obligations with regard to the transfer of personal data.

Article 11     Applicable law and disputes

10.1 All agreements concluded between the parties shall be governed exclusively by Dutch law, unless otherwise provided by mandatory law.
10.2 All disputes which may arise as a result of the implementation of this agreement or further agreements which may be the result of this agreement, and cannot be terminated by mutual consent between the parties, will be settled by the competent court in the district of East Brabant Netherlands.