Purple-wire B.V.’s Terms and Conditions

1 Definitions

For these Terms and Conditions, the following applies:

– Supplier: Purple-wire B.V. is active in the industry of market and public opinion research agencies. The company is registered with the Dutch Chamber of Commerce under number 75326698 and resides at the Office Park Bloemenveiling in the municipality of Westland;
– Client: any natural or legal person with whom the Supplier concludes an Agreement, negotiates its conclusion, or for whom the Supplier performs any legal action;
– Agreement: any agreement, such as the order confirmation between the Supplier and the Client, as well as all (legal) actions in preparation and execution thereof;
– Products: all goods and services directly related to the delivery of these goods that are subject to an Agreement;
– Subcontractor: the manufacturer of the Products and/or the person from whom the Supplier has obtained them.

2 Applicability

The Terms are part of all Agreements and apply to all related (legal) actions of the Parties. The Supplier expressly rejects the applicability of terms and conditions of the Client. If a service agreement is concluded between Parties regarding the Products – depending on the type of Products – the Supplier’s specific general terms and conditions of service shall also apply to that service agreement. In the event of a contradiction, the service conditions will prevail.

3 Offers, Completion and Changes of Agreements and Declarations and Indications of Products

3.1 An offer is valid while stocks last and only as an invitation to place an order. An Agreement will be reached if and insofar as the Supplier accepts or will implement an order in writing. Changes and additions to an Agreement and/or the Terms and Conditions only apply if the Supplier agrees with them in writing and only relate to the relevant Agreement.

4 Method of Execution

4.1 Purple-wire B.V. will carry out the activities under this Agreement to the best of their knowledge and ability and in accordance with the requirements of good workmanship. Purple-wire B.V. will endeavour to perform the works properly and carefully, as well as represent the Client’s interests to the best of their knowledge and aim for a result that is useful for the Client. Purple-wire B.V. cannot, however, guarantee that the work will always reach the desired result for the Client.

4.2 An order to Purple-wire B.V. implies the authority to engage third parties as deemed necessary and to accept any liability limitations of third parties on behalf of the Client. Purple-wire B.V. is not liable for the shortcomings of the involved third party or parties unless it concerns a deliberate act or gross negligence by Purple-wire B.V. itself.

4.3 The execution of the order will only be done for the benefit of the Client. Third parties cannot derive any rights from the content of the work performed. The Client exempts Purple-wire B.V. against claims of third parties that claim to have suffered damage caused by or related to the work performed by Purple-wire B.V. on behalf of the Client.

4.4 Purple-wire B.V. has the right to adjust the price for the services it provides in the event of any changes to the agreed project proposal or quotation, including with regard to the design, functionality, interpretation, method, scope, analysis, and/or the reports that take place in consultation with or at the request of the Client.

4.5 If a term been agreed for the completion of certain work within the terms of the Agreement, then this is only an indicative term and never a firm deadline unless otherwise agreed. Also in the latter case, Purple-wire B.V. is not liable for the consequences of exceeding the term.

4.6 Reporting by Purple-wire B.V. to the Client conforms to project proposal, quotation, analysis, or Agreement.

4.7 The amounts/numbers concerning the media use stated in Purple-wire B.V.’s reports are only indicative, and no rights can be derived from these amounts/numbers. If the reported amounts/numbers with respect to the media use deviate from the amounts/numbers that Purple-wire B.V. charges to the Client, then the amounts/numbers stated in the invoice are the actual amounts/numbers.

4.8 The Client indemnifies Purple-wire B.V. for any claims by third parties, who suffer damage due to work done while implementing the Agreement and which is attributable to the Client.

5 Intellectual Property

5.1 All intellectual property rights, including copyright arising from the services carried out by Purple-wire B.V. accrue exclusively to Purple-wire B.V. The Client recognises these rights and will refrain from any breach. All documents, reports, delivered and optimised pages and advice that Purple-wire B.V. provides while implementing their services will remain the property of Purple-wire B.V. After termination of the contract, Purple-wire B.V. therefore has the right to request the Client to remove or return them. If the Client does not meet this request, it will be subject to a fine of EUR 10,000 (ten thousand euros). It is strictly forbidden to pass on confidential information to third parties. Passwords and account data should be respected by the Client and by Purple-wire B.V. until the end of the Agreement. As soon as a third party uses data from the campaigns, advertising groups, advertisements and search words created by Purple-wire B.V., Purple-wire B.V. will impose on the Client a fine of EUR 1,000 (thousand euros). The same fine applies if an account is suspended or removed without the knowledge of Purple-wire B.V. during the term of the contract.

5.2 The Go-To-Market strategy, if applicable, written by Purple-wire B.V. for the Client, is only to be used by the Client unless otherwise is established by Purple-wire B.V. The use of the Go-To-Market strategy by companies other than the Client is strictly prohibited, as well as copying and/or multiplication of the Go-To-Market strategy. Per breach, Purple-wire B.V. will impose on the Client a fine of EUR 25,000 (twenty-five thousand euros). For the copying and resale of the Go-To-Market strategy, Purple-wire B.V. will impose on the Client a fine of EUR 5,000 (five thousand euros) per sold copy. The Client indemnifies Purple-wire B.V. against all claims of third parties relating to intellectual property rights regarding the publication of the texts, images or other data provided by or on behalf of the Client. In this matter it applies that between the Parties, digital images of third-party networks do not belong to the Client, unless the Client can provide proof thereof.

6 Applicable Law and Choice of Forum

6.1 All agreements between the Parties and obligations arising from or related to them are governed only by Dutch law.

6.2 All disputes arising from or related to the agreements and obligations referred to in the previous paragraph and which do not belong to the competence of the local judge (kantonrechter), will be brought before the District Court of The Hague in the first instance. Nevertheless, Purple-wire B.V. has the right to submit disputes to the competent judge of the Client’s residence.

7 Duration and Termination

7.1 The Agreement will be entered into for the term as mentioned in the Agreement.

7.2 An Agreement for a definite period cannot be terminated prematurely.

7.3 An Agreement for a definite period will be automatically terminated after the term as mentioned in the Agreement.

7.4 If the Client does not, not properly or not timely comply with any obligation derived from the Agreement or from these Terms and Conditions, and in the case of bankruptcy, suspension of payment, placement in receivership or liquidation of the Client, Purple-wire B.V. shall be entitled to dissolve the Agreement, in whole or in part, without any liability to pay compensation and without prejudice to its further rights, or to suspend further implementation. In that case, the Client shall be liable for all overhead costs of the remaining term of the Agreement without delay and immediately.

8 Terms of Payment

8.1 All prices and costs estimates are in euros and exclusive of VAT unless otherwise stated.

8.2 If no fixed fees are agreed, the fees will be determined based on actual hours worked. The fees shall be calculated according to the usual hourly rates of Purple-wire B.V. in force during the period during which the work is performed as communicated to the Client unless an agreed variable hourly rate has been agreed. If no hourly rates have been agreed, Purple-wire B.V.’s general hourly rate will be used, which is EUR 70 exclusive of VAT.

8.3 All invoices shall be paid within 30 days of the invoice date in a manner requested by Purple-wire B.V. and in the currency as stated on the invoice. This concerns a firm deadline.

8.4 The Client shall make any claims about invoices in writing and within a term of eight working days after the invoice date. After this term has expired, the Client will be deemed to have accepted the invoice.

9 Force Majeure

9.1 Purple-wire B.V. is not liable for damage due to delayed, defective or impossible compliance with their obligations in the case of force majeure. Force majeure shall be understood, in addition to the legal definition and interpretation of the term, to include all external causes, whether anticipated or not, to which Purple-wire B.V. cannot exercise any influence, but which prevent Purple-wire B.V. from being able to meet their obligations. Such circumstances shall in any case include: strike, excessive absence of staff, a (temporary) shortage of staff, fire, business and technical disturbances within the office or the offices of involved third parties, war and risk of war, riot, partial or total mobilisation, or measures by the Dutch and/or a foreign government.

9.2 In the event that Purple-wire B.V. cannot reasonably be expected to comply with the Agreement, Purple-wire B.V. has the right to terminate the Agreement in whole or in part, or to cancel the order without being held liable to pay the Client any compensation. In this case, Purple-wire B.V. will be obliged to communicate this to the Client immediately.

9.3 If Purple-wire B.V. can partially meet their obligations during the start of the force majeure, Purple-wire is entitled to invoice separately for the already executed or executable part, and the Client is obliged to pay this invoice as if it concerned a separate agreement.

9.4 Purple-wire B.V. is not responsible for downtime, websites being offline and pages not functioning of websites built by Purple-wire B.V. or by external parties. Purple-wire B.V. cannot therefore be held liable for any damage caused by not being online or by any lost income.

9.5 Purple-wire B.V. depends on servers of external parties and hosting parties when building websites and webshops. Purple-wire B.V. can support the Client with the setting-up and advice regarding hosting and servers but is in no way responsible for the activities, operation or status of the servers, external parties or other external parties involved in a project or website.

10 Amendments

10.1 Purple-wire B.V. is entitled to increase the rates by no more than 1.5 % each calendar year without prior notice.

10.2 All other changes to tariffs other than as referred to in Article 10.1 will enter into force one (1) month after the publication of these tariffs. If the Client does not wish to accept the tariff changes, the Client is entitled to terminate the contract in writing as per the date on which the tariff change will be introduced and in compliance with the standard notice term.

10.3 Purple-wire B.V. has the right to amend these Terms and Conditions unilaterally. Purple-wire B.V. must inform the Client of this amendment. If the Client informs Purple-wire B.V. in writing not to agree to the amendment within 8 (eight) days after notification, the last applicable Terms and Conditions will continue to apply.

10.4 If any provision of the Agreement or the Terms and Conditions becomes void, this does not affect the validity of the entire Agreement or the Terms and Conditions. In that case, Purple-wire B.V. has the right to replace the provision with a provision that shall not pose an unreasonable burden on the Client and which approximates to the invalid provision as closely as possible.

11 Disclaimer
The information on this website is compiled with care. Nevertheless, it is possible this information is incomplete and/or contains inaccuracies. Purple-wire B.V. excludes all liability for any direct or indirect damage, of any kind, resulting from the use of this website and/or the information obtained via this website.