General Terms and Conditions and conditions of sale of Green & Bloom
Green & Bloom (hereinafter: Green & Bloom) is registered with the Chamber of Commerce under number (NUMBER …) and has its registered office at Laan van Verhof 40 (2231 BZ) in Rijnsburg.
Article 1 – Definitions
- In these General Terms and Conditions, the terms below are used in the following sense, unless explicitly stated otherwise.
- Offer: any offer or quotation to the Client for the performance of Services by Green & Bloom.
- Subscription: the monthly Subscription which allows the Client to rent or host a website developed by Green & Bloom.
- Services: the Services offered by Green & Bloom are the development of websites made available to the Client through a Subscription, domain name registration as well as various marketing services.
- Service Provider: Green & Bloom offering Services to the Client, hereinafter: Green & Bloom.
- Client: the natural or legal person acting as a professional or business entity who has appointed Green & Bloom, has provided projects to Green & Bloom for Services performed by Green & Bloom, or who has made a proposal to Green & Bloom based on an Agreement.
- Agreement: any agreement and other obligations between the Client and Green & Bloom, as well as proposals of Green & Bloom for Services provided by Green & Bloom to the Client and which are accepted and executed by Green & Bloom, where these General Terms and Conditions form an inseparable whole.
- SaaS service: the Services offered by Green & Bloom, to be hosted on the website developed by Green & Bloom on the platform used by Green & Bloom.
Article 2 – Applicability
- These General Terms and Conditions apply to every Offer of Green & Bloom, every Agreement between Green & Bloom and the Client and to every Service offered by Green & Bloom.
- Prior to the conclusion of an (remote) Agreement, the Client is provided with these General Terms and Conditions. These can be found at Green & Bloom’s website. The Client will be asked to tick a box to verify their awareness of and accordance with these Terms and Conditions. If this is not reasonably possible, Green & Bloom will advise the Client of the manner in which they can view the General Terms and Conditions.
- Deviation from these General Terms and Conditions is not possible. In exceptional situations, it is possible to deviate from the General Terms and Conditions if this has been explicitly agreed upon with Green & Bloom in writing. The general terms and conditions of the Client are explicitly not applicable.
- These General Terms and Conditions also apply to additional, modified and follow-up orders of the Client.
- The general terms and conditions of the Client are excluded.
- If one or more provisions of these General Terms and Conditions are partially or completely invalid or are annulled, the other provisions of these General Terms and Conditions will remain in force, and the invalid/annulled provision(s) will be replaced by a provision with the same intention as the original provision.
- Uncertainties about the content, explanation or situations that are not regulated in these General Terms and Conditions, should be assessed and explained in the spirit of these General Terms and Conditions. The agreements in the Agreement are leading, and take precedence over these General Terms and Conditions.
- The applicability of Sections 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.
- The rights and obligations under the Agreement between the Parties cannot be transferred by the Client to a third party unless Green & Bloom gives explicit and prior consent to the Client. Green & Bloom is free to attach further terms and conditions to this.
- If in these General Terms and Conditions reference is made to the masculine or feminine form (he/she), this should also be understood as a reference to the gender-neutral form (such as ‘it’), if and in so far as applicable.
Article 3 – The Offer
- All offers made by Green & Bloom are without obligation, unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific terms and conditions, this will be explicitly mentioned in the Offer.
- Green & Bloom is only bound by an Offer if the acceptance thereof by the Client is confirmed in writing within 30 days. Nevertheless, Green & Bloom has the right to refuse an Agreement with a potential Client due to a valid reason for Green & Bloom.
- The Offer contains a description of the Services offered. The description is sufficiently detailed to enable the Client to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot be binding on Green & Bloom. Possible images and data in the Offer are only an indication and cannot be a ground for any damage compensation or the dissolution of the Agreement. Furthermore, all Offers are made on the basis of data provided by the Client. Offers become void if the data of the Client are incorrect or incomplete.
- Offers or quotations do not automatically apply to follow-up orders.
- Times of delivery and deadlines in Green & Bloom’s Offer are indicative and, if exceeded, do not entitle the Client to dissolution or compensation, unless expressly agreed otherwise.
- A composite quotation does not oblige Green & Bloom to deliver part of the items included in the Offer or quotation for a corresponding part of the quoted price.
Article 4 – Conclusion of the Agreement
- The Agreement is concluded when the Client has filled in the online application form of Green & Bloom, has agreed to the General Terms and Conditions and has declared to have filled in the data in the application form correctly.
- Green & Bloom is not bound by an Offer if the Client could reasonably have expected or should have known or understood that the Offer contains an obvious mistake or clerical error. The Client cannot derive any rights from this mistake or error.
- Every Agreement entered into with Green & Bloom or a project assigned to Green & Bloom by the Client, is the property of the Company and not of an individual person affiliated with Green & Bloom.
- If the Client cancels an already confirmed Agreement, the costs already incurred (including time spent) up to that moment will be charged to the Client.
- The right of revocation of the Client is excluded, unless otherwise agreed upon.
- If the Agreement is entered into by several Clients, each of the Clients is jointly and severally liable for the fulfilment of all obligations ensuing from the Agreement.
Article 5 – Term of the Agreement
- If and in so far as an Agreement has been concluded between the Client and Green & Bloom, the term of this Agreement is in any case one month, unless the Client has entered into the Agreement for the longer period of one year. The Agreement is renewed each time as indicated in paragraph 2.
- The Agreement is tacitly renewed each year by the originally agreed term unless the Client or Green & Bloom has terminated the Agreement in writing. In case of termination, payments already made will not be refunded, the Client can continue to make use of the Subscription until the end of the agreed period for which payment has been made.
- Both the Client and Green & Bloom can terminate the Agreement on the basis of an attributable failure in the fulfilment of the Agreement if the other Party has been given notice of default in writing and has been given a reasonable term to fulfil its obligations, and it fails culpably in this respect. This also includes the payment and cooperation obligations of the Client.
- The dissolution of the Agreement does not affect the payment obligations of the Client if Green & Bloom has performed work or delivered performance at the time of dissolution.
- In case of premature termination of the Agreement, the Client owes Green & Bloom the costs actually incurred until then on the basis of the (hourly) rate agreed upon. The (hourly) registration of Green & Bloom is decisive in this respect.
- Both the Client and Green & Bloom can terminate the Agreement in writing in whole or in part without further notice of default with immediate effect in case either Party is in suspension of payment, has filed for bankruptcy or the company in question ceases by liquidation or by other means than merging or restructuring of the company. If a situation as mentioned above occurs, Green & Bloom will never be obliged to refund monies already received and/or damage compensation.
- All post-contractual obligations from these General Terms and Conditions and the Agreement which by their nature are intended to continue even after dissolution of the Agreement, will continue to exist after dissolution. This in any case concerns the provisions on confidentiality, intellectual property rights, liability and dispute resolution and choice of forum.
Article 6 – Execution of the Agreement
- Green & Bloom will make every effort to execute the Agreement with the utmost care as may be required of a good contractor. All Services are performed under a best-efforts obligation unless a result has been explicitly agreed upon in writing and has been described in detail.
- When performing the Services, Green & Bloom is not obliged or required to follow the instructions of the Client if this alters the content or scope of the agreed Services. If the instructions result in additional work for Green & Bloom, the Client is obliged to compensate the additional costs accordingly.
- Green & Bloom is entitled to engage third parties for the execution of the Services at its own discretion.
- If Green & Bloom, on the basis of a request or order of a government body and/or a legal obligation, carries out work involving data of the Client, the related costs are for the Client alone.
- In case of modifications, Green & Bloom can continue the execution of the Services with the modified version of the software. Green & Bloom is never obliged or required to maintain, modify or add certain functionalities and/or specific properties.
- The source code as well as the technical documentation of the website is at all times excluded from the right of use or object of transfer to the Client.
- Both the Client and Green & Bloom can make changes to the scope and/or content of the purchased Service. The additional costs involved are for the account of the Client. The Client will be informed about this as quickly as possible. If the Client does not agree with this, the Parties should consult with each other. The Client can only terminate the Agreement in writing by the date on which the modification takes effect if the modifications are not related to changes in relevant legislation or regulations or if Green & Bloom bears the costs of the modification.
- Green & Bloom is not obligated to provide the Client with a physical carrier together with the software.
- If Green & Bloom also makes a backup of the data of the Client on the basis of the Agreement, Green & Bloom will make and keep a backup at set times in accordance with the Agreement. However, the Client is responsible for fulfilling the legal storage and administration obligations applicable to it.
- Green & Bloom is entitled, but never obliged, to examine the correctness, completeness or coherence of the source materials, requirements or specifications made available to Green & Bloom and, if any imperfections are found, to suspend the agreed activities until such time as the relevant imperfections have been removed by the Client.
- Green & Bloom has, unless otherwise agreed upon, the right to use images, software and components of third parties, including stock photos and open-source software, in the development, configuration or adaptation of Design. The Client expressly indemnifies Green & Bloom against claims of third parties with regard to the use of the above.
- Green & Bloom will keep the source files of the designs for as long as Green & Bloom performs Services for the Client, or it is likely that Green & Bloom will perform Services for the Client. Green & Bloom is entitled to remove the source files after this period. If the Client only commissions follow-up orders with regard to this Design after this period, Green & Bloom is entitled to charge costs for the redevelopment, repair or retrieval of these source files.
Article 7 – Obligations of the Client
- The Client is obliged to provide all information requested by Green & Bloom as well as relevant annexes and related information and data in due t time and/or before commencement of the work and in the desired form for a correct and efficient execution of the Agreement. Failing this, Green & Bloom may not be able to realise a complete execution and/or delivery of the items concerned. The consequences of such a situation are at all times at the expense and risk of the Client.
- Green & Bloom is not obliged to check the correctness and/or completeness of the information provided to it or to update the Client with regard to the information if it has changed over time, nor is Green & Bloom responsible for the correctness and completeness of the information compiled by Green & Bloom for third parties and/or provided to third parties within the framework of the Agreement.
- Green & Bloom may request additional information if this is necessary for the execution of the Agreement. In the absence of this, Green & Bloom is entitled to suspend its activities until the information has been received, without being obliged to pay any compensation for damages for whatever reason towards the Client. In case of changed circumstances, the Client must inform Green & Bloom immediately, or at the latest 5 working days after the change has become known.
- The Client is obliged to protect all technical security and other provisions of the Green & Bloom website, and to respect the intellectual property rights resting on the website.
- The Client is responsible for suitable equipment and user environment.
- The Client must handle complaints resulting from the use of the website by consumers. Green & Bloom is not responsible for this.
Article 8 – Website Development
- Green & Bloom provides an online service (SaaS service) with which the Client can manage and edit the websites developed by Green & Bloom. With the provided SaaS service, the Client can operate a webshop.
- Green & Bloom offers the SaaS service in different packages, templates and corresponding Subscriptions. After expiration of the Subscription, the Client is no longer entitled to a continuation of the website. However, the Client can take over the developed design against payment of an agreed fee.
- Green & Bloom may draw up an advice, plan of approach, planning and/or report for the purpose of the Service. The content of this plan is not binding and only advisory in nature, but Green & Bloom will observe its duty of care. The Client decides for itself and on its own responsibility whether it follows the advice.
- The Client is obliged to provide all necessary information in a timely, complete, correct manner and in the desired form for the development of the website (including data files, software, documentation, advice, reports, analyses and designs).
- The Parties will record all features, functionalities, properties, etc. of the website to be developed in writing. The website will only be made on the basis of these written agreements. If the agreements made are too brief to meet the wishes of the Client, the Parties shall consult with each other and amend the agreements or the Agreement accordingly.
- Green & Bloom is at all times entitled to request approval from the Client before delivering a work developed by Green & Bloom or transferring a l licence of use relating to it.
- The Client acquires a non-exclusive, non-transferable and non-sublicensable right of use of the website from the moment that the Client has fully complied with its (payment) obligations, unless the Parties have explicitly agreed otherwise in writing. The source files are explicitly excluded from the use of the Client. Unless the Parties have explicitly agreed otherwise in writing, source files will not be delivered to the Client.
- The website developed by Green & Bloom is delivered when the Client has signed or explicitly agreed to the website within a maximum term of 7 calendar days unless a longer term has been agreed upon. For this purpose, the Client can check the written agreements. After the expiry of this period, the Client is deemed to have agreed to the website. Any repair work after this period will be regarded as additional costs. If the website is delivered, the Client must have paid the set-up fee and the costs for the Subscription. By fulfilling this payment obligation, the Client agrees to the work completed.
- The Parties may agree on a test period during which the Client will identify any errors and/or defects. These defects must be reported to Green & Bloom in writing. The repair of these defects will be at the expense of Green & Bloom unless there are usage errors or errors which cannot be attributed to Green & Bloom. The repair period involves a reasonable period of time, at least 7 days after the defects have been reported or confirmed by Green & Bloom.
- If, after the test period and/or delivery, changes must be made to the website, whether or not at the request of the Client, which have not previously been agreed upon in writing, the changes must be made on the basis of a new order. The Client is only entitled to a limited number of revision rounds which are determined in consultation in the Agreement.
- At the first request of Green & Bloom, the Client is obligated to assess proposals provided by Green & Bloom, at least within the agreed period. If Green & Bloom is delayed in its work due to the fact that Green & Bloom does not (promptly) assess a proposal made by Green & Bloom, the Client is at all times responsible for the consequences resulting from this, such as delay.
- The Client has an independent responsibility for all content that the Client makes available on or via the website. By placing information on the website, the Client guarantees that it is the owner of all data that it publishes, or is authorised to publish such information on the website. The User guarantees that all information and/or data which it publishes via the website does not violate the intellectual property rights of a third party, nor violate the applicable law/regulations.
- The Client is furthermore forbidden to publish and/or distribute content on the website in violation of Dutch laws and regulations, including in any case: data without permission of the copyright owner, defamatory information, or information that insults, intimidates, defames, discriminates, threatens, is racist in nature, violent, sowing hatred, offensive, obscene, and information that contains child pornography or otherwise criminal pornography. Also information that violates the privacy of third parties (including stalking), as well as torrents, viruses, spam, backlinks and hyperlinks (which refers to such information on websites of third parties), loans, lotteries and/or gambling, drugs and any other type of harmful and/or illegal content that can damage the internet or e-mail traffic of third parties or the website. Green & Bloom may remove the posted content, which contains one or more of the aforementioned content. Green & Bloom will inform the Client who placed the content. Green & Bloom respects the copyright of third parties and expects the Client who develops the website to do the same.
- The nature of the service implies that the result also depends on external factors which may influence the development, such as the quality, accuracy and timely delivery of necessary information and data of the Client and/or its employees. The Client is responsible for the quality and the timely and correct delivery of the required data and information.
Article 9 – Delivery
- If the commencement, progress or delivery of the Services is delayed because, for example, the Client has not provided all requested information, does not cooperate sufficiently, the advance payment has not been received on time by Green & Bloom or due to other circumstances for the account and risk of the Client, Green & Bloom is entitled to a reasonable extension of the term of delivery. Under no circumstances are the stated terms final deadlines, nor can Green & Bloom be held liable for exceeding the agreed term.
- All damage and additional costs as a result of delay due to a cause mentioned in paragraph 1 are at the expense and risk of the Client and will be charged to the Client by Green & Bloom.
- If the Client needs to give its approval, Green & Bloom is entitled to suspend the execution of the Agreement until the moment the Client has given its approval.
- Green & Bloom will make every effort to realise the Service within the agreed term, in so far as this can reasonably be demanded of it. In case of urgency, the Client is obliged to reimburse Green & Bloom for the additional costs involved.
- Green & Bloom strives to deliver the Service as much as possible in accordance with the Offer.
- Green & Bloom has the right to sign all design websites designed and/or developed by itself or suppliers of Green & Bloom, or to mention its name or have it mentioned. It is also entitled to use all its design, concepts and all items subject to its intellectual property rights for its own promotion and/or publicity without (prior) explicit permission from the Client.
- After delivery, the responsibility lies with the Client for the correct observance of the relevant licenses of third parties when using the developed product. Green & Bloom will adequately inform the Client about the applicable licence conditions.
Article 10 – Transfer of Risk
The risk of theft and loss, misappropriation or damage to data, documents, software, data files and/or items used, created or delivered as part of the performance of the Agreement will pass to the Client at the moment they are actually placed at the Client’s disposal, or at the moment the website is first put into use. If and in so far as any damage has been caused to the Client, Green & Bloom is obliged to deliver a replacement website at the cost price of the information carriers. Reinstallation and/or implementation must take place at the agreed rate, unless otherwise agreed upon.
Article 11 – Guarantees
- Green & Bloom performs the Services in accordance with the standards applicable in the sector. If any guarantee is given in this respect, it is limited to that which has been explicitly agreed upon in writing. During the guarantee period, Green & Bloom guarantees a sound and usual quality of the delivered goods.
- The Client can only invoke the guarantee given by Green & Bloom if the Client has fully fulfilled its monthly payment obligations.
- If the Client rightly invokes the guarantee, Green & Bloom is obliged to carry out repair or replacement free of charge. In case of any additional damage, the applicable liability provisions of these General Terms and Conditions will apply.
- Green & Bloom does not guarantee that the website will function without errors and/or interruptions. Green & Bloom makes every effort to repair errors in the software within a reasonable period of time. The repair will only take place on the website developed by Green & Bloom itself, and if the defects have been reported on time by the Client. Green & Bloom is entitled to postpone the repair until a new version of the software is put into use. Defects in software which has not been developed by Green & Bloom can be repaired in consultation at the expense and risk of the Client.
- The Client accepts the website “As is”.
- The Client must immediately and in detail notify Green & Bloom in writing of a detected defect in such a way that Green & Bloom is able to reproduce and repair the defects. The defect is considered reported at the moment that Green & Bloom provides the Client with a confirmation of the report.
- Any advice provided by Green & Bloom, based on incomplete and/or incorrect information provided by the Client, can never be a ground for liability of Green & Bloom.
- The content of the advice delivered by Green & Bloom is not binding and is of an advisory nature only. The Client decides for itself and on its own responsibility whether to follow the proposals and advice of Green & Bloom mentioned therein. All consequences resulting from the implementation of the advice are at the expense and risk of the Client. The Client is at all times free to make its own choices which deviate from the advice of Green & Bloom. Green & Bloom is not bound to any form of restitution if this is the case.
- Repair is also understood to mean the provision of temporary solutions. The guarantee never includes the repair of mutilated or lost data. Green & Bloom is not obliged to restore these data. If agreed upon, Green & Bloom can cooperate in all reasonableness, but is never responsible nor obliged to repair any mutilated and/or lost data. The Client must at all times take measures to prevent and limit malfunctions, defects, mutilation and/or loss of data, whether or not on the basis of information provided by Green & Bloom.
- Green & Bloom is not responsible for errors and/or irregularities in the functionality of the website and is not liable for the unavailability of the website for any reason whatsoever. This also includes unavailability of the Client’s website as a result of an unforeseen failure or force majeure.
- Liability of Green & Bloom for (the functioning of) plug-ins of third parties is excluded. Green & Bloom is not liable for damage caused as a result of, or in connection with, changes made, or work carried out in or on the Green & Bloom website without Green & Bloom’s explicit permission.
- During the guarantee period, the Client is only entitled to invoke this guarantee provision. Green & Bloom is not obliged to pay any damages that have arisen as a result of the defects found during the guarantee period.
- If a defect is not covered by the repair free of charge during the guarantee period, the Client must reimburse the costs involved.
- Green & Bloom does not guarantee that the software made available, within the framework of the SaaS service, will be adapted in time to the changes in relevant legislation and regulations, but will make every effort to achieve this as soon as possible.
Article 12 – Use and Maintenance of the Website
- Green & Bloom will, on the basis of a licence for use, provide the Client with the website agreed upon and developed for use during the term of the Agreement. The right to use the website is non-exclusive, non-transferable, non-pledgeable, non-sublicensable and subject to these General Terms and Conditions.
- If agreed upon, Green & Bloom will carry out maintenance on the website. The scope of the maintenance obligation extends to that which has been explicitly agreed upon by the Parties. Even if this has not been explicitly agreed upon, Green & Bloom can carry out maintenance work, or interrupt the execution of its services if Green & Bloom deems this necessary to be able to carry out maintenance. The performance of maintenance can also cause interruptions in the execution of the services, which does not justify any right to compensation for the Client.
- The Client is obliged to report any defects, errors or other malfunctions on the website to Green & Bloom in writing, after which Green & Bloom will, in accordance with its standard procedures, repair the errors to the best of its ability and/or make improvements. If desired, Green & Bloom is entitled to first apply temporary solutions, after which a structural solution can be devised and implemented in consultation with the Client.
- The Client is obliged to cooperate with Green & Bloom on first request.
- Despite the agreed maintenance obligations of Green & Bloom, the Client has an independent responsibility for the management and use of the website.
- For maintenance purposes, Green & Bloom is authorised to check (data) files for, among other things, computer attacks, computer viruses and unsafe and/or illegal actions, as well as to perform other actions necessary for maintenance purposes. The Client is also responsible for the instruction to and the use of the website by third parties engaged by the Client.
- In principle, the maintenance includes the following Services: (i) corrective, (ii) preventive and (iii) adaptive maintenance. In the event of corrective, preventive and/or adaptive maintenance, Green & Bloom is entitled to put the (Saas)-Service entirely or partially (temporarily) out of operation. The Client is not entitled to any compensation during this interruption. Green & Bloom will let the interruption take place as much as possible outside office hours and no longer than necessary for maintenance.
- Green & Bloom is entitled to make changes in the technique of the data network or telecommunication network and other changes in the services offered by Green & Bloom. These changes may possibly affect the peripheral equipment used by the Client, for which Green & Bloom cannot be obliged to pay any damages.
Article 13 – Hosting Services
- If the agreed service provision is for the storage and/or passing on of material supplied by the Client to third parties within the framework of (web) hosting, the following applies. Even if Green & Bloom manages the Client’s hosting account, and the Client’s access is limited to the website’s management panel, Green & Bloom may impose restrictions on the size of the hosting account.
- The Client is forbidden to publish and distribute data via its website, in violation of Dutch laws and regulations, which in any case includes: data without permission of the copyright holder, defamatory information, or information that insults, discriminates, threatens, is racist in nature, sows hatred, and information that contains child pornography or otherwise punishable pornography. Also information that violates the privacy of third parties (also stalking), as well as torrents, spam and hyperlinks that refer to such information on websites of third parties.
- In case of (possible) punishable acts, Green & Bloom is entitled to report this and to hand over the information provided by the Client to the competent authorities, as well as to perform all acts required of it within the framework of the investigation.
- Green & Bloom is entitled to dissolve and/or terminate the Agreement with the Client in case of misuse as mentioned in the previous paragraph and/or possible criminal acts by the Client.
- The Client must refrain from inflicting any damage or acts of which it can reasonably suspect that damage is being inflicted on other Clients or the servers. If the Client sends spam, and has been warned repeatedly, and is temporarily suspended, Green & Bloom has the right to permanently deny the Client access, without compensation of any damages. As a result, the Client can only use its e-mail when an external e-mail service is purchased which Green & Bloom can link to the domain name or website. The loss of e-mail from the purchased (hosting) package for this reason does not result in a price reduction.
- The Client indemnifies Green & Bloom against all damages as a result of the above. Green & Bloom is not liable for any damage suffered by the Client as a result of its actions.
- The Client is forbidden to resell and/or rent the service, unless explicitly agreed upon otherwise.
- Green & Bloom can set a maximum to the amount of storage space the Client is allowed to use within the context of the Service. If this maximum is exceeded, Green & Bloom is authorised to charge an additional amount. No liability exists for the consequences of not being able to send, receive, store or change data if an agreed limit for storage space has been reached.
- In the event of extremely high data traffic, Green & Bloom is entitled, at its own discretion, to temporarily bring the Client’s website down. This includes DDoS attacks, brute force attacks, server overload or if the Client causes nuisance to Green & Bloom’s server in any other way.
- In addition to the obligations under the law, damage caused by incompetence or failure to act in accordance with the above points is at the expense and risk of the Client.
Article 14 – Connectivity
- Each month, the current consumption of the Client will be reviewed. If the actual usage differs from the expected usage, the scope of the purchased service can be adjusted. An increase will be implemented immediately. A reduction is only possible at the end of the period of this Agreement.
- Data traffic is not transferable to a next month and/or other equipment, unless agreed otherwise.
- Data traffic is understood to mean all network traffic generated by the Client, incoming and outgoing. Incoming and outgoing traffic are added together for the calculation of the data traffic. This also includes e-mail traffic. The Client must refrain from sending mailings and/or newsletters via standard e-mail accounts.
- Green & Bloom can set a maximum of the amount of data traffic per month that the Client may use within the framework of the Service. If this maximum is exceeded, Green & Bloom is entitled to charge an additional amount, in accordance with the amounts for additional data traffic stated on the website. There is no liability for the consequences of not being able to send, receive, store or change data if an agreed limit for data traffic has been reached.
Article 15 – Domain name registration
- Green & Bloom offers domain name registration at the request of the Client at the applicable rates. The Client is responsible for staying abreast of the applicable laws and regulations. The Client is aware that a domain name registration does not imply registration of trademark rights.
- The domain name registration, including the application, assignment, use and ownership of a domain name, is always subject to the rules of the relevant registration authority. In this respect, Green & Bloom only has a best-efforts obligation and offers no guarantee as to the allocation of a domain name. The Client itself is responsible for the correct delivery of a domain name and cannot hold Green & Bloom liable for the registration of an incorrect domain name due to a (typing) error by Green & Bloom. It is the Client’s responsibility to check this and to adjust it if necessary.
- The Client owes Green & Bloom a fee for the registration, use and ownership of the domain name. This fee falls within the Subscription as entered into by the Client. Upon cancellation of the Subscription, the Client has the option to take over the domain name.
- The Client indemnifies Green & Bloom against any claims of third parties resulting from infringements of intellectual property rights and all claims related to the use and ownership of the domain name. This also includes all claims of third parties with respect to the content of the Webshop, where Green & Bloom is held liable as holder and/or manager of the domain name. The Client remains at all times responsible and liable for all claims of third parties. Green & Bloom will exercise its right of recourse if possible.
Article 16 – Notice and Takedown
If and in so far as there is an infringement on the rights of Green & Bloom or third parties and/or wrongful acts by the Client, Green & Bloom is entitled to immediately terminate that part of the service or to exclude the Client from the use. Green & Bloom will immediately remove any infringing/damaging information. As a result, it is possible that the Client cannot or cannot fully use the service of Green & Bloom. Under no circumstance is Green & Bloom liable for damage of any nature whatsoever suffered as a result of (temporary) termination of the service and/or removal or transfer of the data placed by the Client.
Article 17 – (Online) Marketing
- Green & Bloom does not guarantee any results regarding the provision of marketing services, including social media marketing, SEO and/or SEA. Green & Bloom only applies a certain strategy that has yielded results in the past. Nor can Green & Bloom make any commitments in this respect, but Green & Bloom will endeavour to obtain an improved position for the Client on Google or otherwise, visibility.
- If Green & Bloom sets up SEO and/or SEA on behalf of Client, the budget for the SEO and/or SEA will be determined by the Client. If the Client wishes to perform more work than is possible on the basis of the current rate, more costs will have to be charged. Such services in the context of SEO and/or SEA will be recorded clearly and in writing. The Client may provide content and/or information for this purpose.
- Green & Bloom can provide SEO and/or SEA texts for the Client. Green & Bloom uses its own approach and style with respect to the SEO and/or SEA services. If the Client has agreed to the implementation of SEO and/or SEA services by Green & Bloom, the Client has also agreed to the approach used by Green & Bloom and the texts drawn up by Green & Bloom. The Client must make further agreements with Green & Bloom in this regard.
- The implementation of the SEO and/or SEA services also depends on guidelines, rules and policies of third parties such as Google. The services are performed by Green & Bloom with due observance of the limitations set by the third parties concerned. If agreed upon, the Client must first issue an agreement before the advertisement can be further drawn up and/or placed.
- For the execution of social media marketing, the Client itself will have to supply content and/or texts.
- In case of other Marketing Services such as direct mailing, Green & Bloom is never responsible for the incomplete or incorrect supply of information required for the direct mailing by the Client, as a result of which Green & Bloom does not perform its services as expected by the Client.
Article 18 – Additional Work and Amendments
- If, during the execution of the Agreement, it appears that the Agreement needs to be amended, or if, at the request of the Client, additional work is required to achieve the Client’s desired result, the Client is obliged to pay for this additional work in accordance with the agreed rate. Green & Bloom is not obliged to comply with this request and may require the Client to enter into a separate Agreement for this purpose.
- The Client may make changes (or have changes made) to the scope and/or content of the SaaS service. The additional costs related to these changes will be for the account of the Client. The Client will be informed as soon as possible. If the Client does not agree to this, the Parties must enter into consultation with each other. The Client can only terminate the Agreement in writing by the date on which the amendment comes into effect if the amendments are not related to amendments in relevant legislation or regulations or Green & Bloom bears the costs of the amendment.
Article 19 – Rates and Payment
- All rates are in principle exclusive of turnover tax (VAT), unless stated otherwise.
- Green & Bloom performs its services in accordance with the agreed (hourly) rate and/or subscription fee.
- If the Agreement is entered into for a period of one year, the Client has the choice of paying this fee in one lump sum prior to the agreed subscription period, or in monthly instalments.
- The Client is obliged to fully reimburse the costs of third parties, which are engaged by Green & Bloom after approval of the Client, unless explicitly agreed otherwise.
- The Parties may agree that the Client must pay an advance payment. If an advance payment has been agreed upon, the Client must pay this in full before the execution of the service.
- The Client cannot derive any rights or expectations from an estimate issued in advance unless the Parties have explicitly agreed otherwise.
- Green & Bloom is entitled to increase the applicable prices and rates annually in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and in so far as these have been explicitly laid down in the Agreement.
- The Client must pay the invoice in one lump sum, without settlement or suspension, within the specified payment term as stated on the invoice to the account number and details of Green & Bloom.
- If the Client does not fulfil the payment obligation for three consecutive months, the website will be taken offline.
- In case of liquidation, insolvency, bankruptcy, involuntary liquidation or request for payment towards the Client, the payment and all other obligations of the Client under the Agreement will become immediately due and payable.
Article 20 – Debt collection policy
- All payment terms set by Green & Bloom are final deadlines. If the Client does not fulfil its payment obligation, and has not fulfilled its obligation within the term of payment set for that purpose, the Client is in default by operation of law.
- From the date that the Client is in default, Green & Bloom will, without further notice of default being required, claim the statutory (commercial) interest from the first day of default until full payment, and compensation of the extrajudicial costs in accordance with Section 6:96 of the Dutch Civil Code, to be calculated according to the graduated scale from the decree on compensation for extrajudicial collection costs of 1 July 2012.
- If Green & Bloom has incurred more or higher costs which are reasonably necessary, these costs are eligible for compensation. The legal and execution costs incurred are also at the expense of the Client.
Article 21 – Privacy, Data Processing and Security
- Green & Bloom treats the (personal) data of the Client and Clients of the website with care and will only use them in accordance with the Privacy Statement. Green & Bloom will inform the Data Subject if requested to do so.
- The Client itself is responsible for the processing of data that are processed using a Service of Green & Bloom. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. Within this framework, the Client indemnifies Green & Bloom against any (legal) claim related to these data or the execution of the Agreement.
- If Green & Bloom has to provide data security measures under the Agreement, these security measures will meet the agreed specifications and a security level that is not unreasonable in view of the state of the art, the sensitivity of the data and the costs involved.
- The Parties must act in accordance with the General Data Protection Regulation and comply with the obligations arising from it as well as other applicable laws and regulations. The Parties must conclude a Processing Agreement for this purpose.
- The Client has obligations towards third parties under the General Data Protection Regulation. This includes, but is not limited to, the obligation to provide information, to allow access, to rectify and to remove the personal data of data subjects. The Client is solely and fully responsible for the proper fulfilment of these obligations. With regard to these personal data, Green & Bloom is “Processor” as defined by the GDPR. Green & Bloom will provide support as much as technically possible.
Article 22 – Suspension
- Green & Bloom has the right to retain the data, data files, software and more that it has received or realised if the Client has not yet (fully) fulfilled its payment obligations, including if the payment has been made.
- Green & Bloom is authorised to suspend the fulfilment of its obligations as soon as the Client is in default with the fulfilment of any obligation resulting from the Agreement, including late payment of its invoices. The suspension will be immediately confirmed to the Client in writing. In that case, Green & Bloom is not liable for damage, in whatever form, resulting from the suspension of its activities.
Article 23 – Force majeure
- Green & Bloom is not liable if, due to a force majeure situation, Green & Bloom is unable to fulfil its obligations under the Agreement.
- Force majeure with respect to Green & Bloom is understood to mean, but is not limited to: (i) force majeure of Green & Bloom’s suppliers, (ii) failure to properly fulfil obligations of suppliers prescribed or recommended by the Client to Green & Bloom, (iii) defectiveness of goods, equipment, software or materials of third parties, (iv) government measures, (v) electricity failure, (vi) failure of the internet, data network and telecommunication facilities (e.g. cyber crime, hacking and DDoS attacks), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems and (x) other situations which, in the opinion of Green & Bloom, fall outside its sphere of influence which temporarily or permanently prevent the fulfilment of its obligations.
- If a situation of force majeure lasts longer than two months, the Agreement can be dissolved in writing by either of the Parties. If, on the basis of the Agreement, any performance has already been made, payment will be made on a pro rata basis in such a case, without any liability on the part of either party towards each other.
- If Green & Bloom has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfil its obligations, it is entitled to invoice the already delivered or deliverable part separately and the Client is obliged to pay this invoice. However, this does not apply if the part already delivered or deliverable has no independent value.
Article 24 – Limitation of Liability
- If there is an attributable shortcoming on the part of Green & Bloom, Green & Bloom is only obliged to pay any compensation if the Client has given Green & Bloom notice of default within 14 days after discovery of the shortcoming, and Green & Bloom has subsequently failed to remedy this shortcoming within the reasonable term mentioned in the notice of default. The notice of default must be submitted in writing and must describe the shortcoming or defect in such detail that Green & Bloom is able to respond adequately.
- If the performance of Services by Green & Bloom leads to liability of Green & Bloom, such liability is limited to the costs charged in connection with the (SaaS) service (but no more than over a period of 12 months prior to the notice of default) with regard to direct damage. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, the determination of the cause of damage, the direct damage, the liability and the method of repair as well as the costs of emergency facilities.
- Green & Bloom is not liable for consequential damage, indirect damage, business damage, loss of profit and/or loss suffered, missed savings, damage due to business stagnation and damage as a result of the use of services provided by Green & Bloom, damage due to loss of data, damage due to exceeding delivery terms, damage due to delay and loss of interest.
- Green & Bloom is not liable for damage that is or can be the result of any act or omission as a result of (incomplete and/or incorrect) information on the website or that of linked websites.
- Green & Bloom is not responsible for errors and/or irregularities in the functionality of the website, malfunctions or the unavailability of the website for any reason whatsoever. Furthermore, Green & Bloom is not responsible for any typing and/or spelling errors in the content of the website.
- Liability of Green & Bloom for (the functioning of) plug-ins of third parties is excluded. Furthermore, Green & Bloom is not liable for damage caused as a result of, or in connection with, changes made, or work carried out on or to the Green & Bloom website without Green & Bloom’s express permission.
- The Client itself is responsible for the proper security of its own computer, security of passwords and more. Under no circumstances is Green & Bloom liable.
- Green & Bloom does not guarantee a correct and complete transfer of the contents of and e-mail sent by/on behalf of Green & Bloom, nor the timely receipt thereof.
- The Client guarantees the correctness and completeness of the information and wishes provided by it with respect to the Agreement.
- The Client indemnifies Green & Bloom against all claims of third parties as a result of a defect as a result of a service provided by the Client to a third party and which partly consisted of Services provided by Green & Bloom, unless the Client can prove that the damage was exclusively caused by the service of Green & Bloom.
- Any works and/or advice delivered by Green & Bloom, based on incomplete and/or incorrect information provided by the Client, is never a ground for liability of Green & Bloom.
- The content of the advice delivered by Green & Bloom is not binding and only of an advisory nature. The Client decides for itself and on its own responsibility whether to follow the proposals and advice of Green & Bloom mentioned therein. All consequences resulting from the implementation of the advice are at the expense and risk of the Client. The Client is at all times free to make its own choices which deviate from the advice of Green & Bloom. Green & Bloom is not bound to any form of restitution if this is the case.
- If a third party is engaged by or on behalf of the Client, Green & Bloom is never liable for the actions and advice of the third party engaged by the Client, as well as the processing of results (of advice drawn up) of the third party engaged by the Client in Green & Bloom’s own advice.
- All claims of the Client due to shortcomings on the part of Green & Bloom lapse if these have not been reported to Green & Bloom in writing and substantiated. Every claim for damages against Green & Bloom must always be reported in writing, but at the latest within one year after the Client was aware or could reasonably have been aware of the facts on which it bases its claims. Green & Bloom’s liability expires after one year after termination of the Agreement between the Parties.
Article 25 – Confidentiality
- Green & Bloom and the Client undertake to keep all (confidential) information obtained in the context of an Agreement confidential. Confidentiality ensues from the Agreement or from information which can reasonably be expected to be confidential. The Parties will observe strict confidentiality with respect to all information they obtain about each other and from each other. All information and data carriers of the other Party will not be made available to third parties and must remain strictly confidential unless the other Party has given prior express written permission to do so.
- The Client is obliged to keep all website and other materials provided by Green & Bloom confidential, not to disclose them to third parties or to allow third parties to use them, unless Green & Bloom has given explicit permission to do so.
- If Green & Bloom is obliged on the basis of a statutory provision or a judicial decision to (also) provide the confidential information to a third party indicated by law or a competent court, and Green & Bloom cannot invoke a right to refuse to give evidence, Green & Bloom is not obliged to pay any compensation and the Client is not entitled to dissolve the Agreement.
- Green & Bloom and the Client shall also impose the confidentiality obligation on third parties to be engaged by Green & Bloom.
Article 26 – Intellectual Property Rights
- All intellectual property rights of Green & Bloom, including websites, data files, software, equipment and/or other materials made available to the Client, including but not limited to designs, analyses, reports, documentation and quotations as well as all preparatory material of these, rest exclusively with Green & Bloom, and/or third parties and/or suppliers if these rights already belonged to others than Green & Bloom.
- The Client is forbidden from disclosing and/or reproducing, altering or making available to third parties all documents and software on which the IP rights and copyrights of Green & Bloom rest, without the express prior written consent of Green & Bloom and a financial compensation agreed upon for this. If the Client wishes to make changes to goods delivered by Green & Bloom, Green & Bloom must explicitly agree to the intended changes.
- The Client is forbidden to use the products on which the intellectual property rights of Green & Bloom rest, other than as agreed upon in the Agreement. The Client only acquires a non-exclusive, non-transferable right of use of the website, unless explicitly agreed otherwise.
- Furthermore, the Client is not allowed to change or remove any indication concerning the confidential nature, copyrights, trade names, brands, or any other intellectual property right from the website, documentation and/or other materials.
- The Parties will inform each other and take joint action against any infringement of Green & Bloom’s IP rights.
- The Client indemnifies Green & Bloom against claims of third parties regarding (possible) infringements and/or claims of third parties regarding what has been made available to the Client within the framework of the Agreement. The Client will immediately inform Green & Bloom of these infringements and/or claims.
- Each infringement of Green & Bloom’s IP rights (and copyrights) by the Client will be punished with a one-off fine in the amount of EUR 10,000 (in words: ten thousand euros) and a fine of EUR 500 (in words: five hundred euros) for each day that the infringement continues.
Article 27 – Indemnification and Accuracy of Information
- The Client itself is responsible for the correctness, reliability and completeness of all data, information, documents and/or records it provides to Green & Bloom within the framework of the Agreement. Even if these data originate from third parties, the Client is responsible for them.
- The Client indemnifies Green & Bloom against any liability as a result of not or not timely fulfilling the obligations under the previous paragraph.
- The Client indemnifies Green & Bloom against claims of third parties with regard to intellectual property rights on the data and information provided by the Client, which can be used in the execution of the Agreement, as well as with regard to the content of the advice and reports drawn up by Green & Bloom.
- If the Client provides electronic files, website or information carriers to Green & Bloom, the Client guarantees that these are free of viruses and defects.
Article 28 – Complaints
- If the Client is not satisfied with Green & Bloom’s services or products or otherwise has complaints about the execution of the Agreement, the Client is obliged to report these complaints as soon as possible, but at the latest within 14 days after the relevant reason that led to the complaint. Complaints can be reported verbally or in writing via [E-mail] with the subject “Complaint”.
- The complaint must be sufficiently substantiated and/or explained by the Client to enable Green & Bloom to deal with the complaint.
- Green & Bloom will respond to the content of the complaint as soon as possible, but at the latest within 14 days after receipt of the complaint.
- The Parties will try to reach a mutual solution.
Article 29 – Applicable Law
- The legal relationship between Green & Bloom and the Client is governed by Dutch law.
- Green & Bloom may unilaterally amend these General Terms and Conditions. The most current version can be found on the website.
- All disputes arising from or as a result of the Agreement between Green & Bloom and the Client, will be settled by the competent District Court of The Hague, location The Hague, unless provisions of mandatory law designate another competent court.