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Article 1: General
These general terms and conditions concern the terms and conditions of Goalden BV, hereinafter referred to as: “Goalden”, statutorily established in Amsterdam and with its registered office at Vondelstraat 35, registered in the Trade Register of the Chamber of Commerce for Amsterdam under file number: 91195977.
Article 2: Applicability
These terms and conditions apply to all offers and agreements of Goalden BV, located in Amsterdam, hereinafter referred to as "Goalden." The contractual counterparty will hereinafter be referred to as "Client."
In these terms and conditions, Client shall mean any (legal) person to whom Goalden directs its offers/quotations, as well as the person who directs offers/quotations to Goalden and the person who places an order with Goalden or the person with whom Goalden enters into an agreement, and furthermore the person with whom Goalden has any legal relationship, and besides these, their representative(s), authorised representative(s), legal successor(s) and heir(s).
Parties may deviate from these general terms and conditions. These differing terms and conditions will only form part of the agreement concluded between the parties if and to the extent that both parties have expressly agreed to this in writing.
The applicability of any purchasing conditions or other terms and conditions of the Client is expressly excluded.
In these terms and conditions, “written” also means: by e-mail, by fax, by our software system or any other means of communication that can be considered equivalent in view of the state of the art and prevailing views in society.
The Client's acceptance and retention of a quotation or order confirmation which refers to these terms and conditions without comment shall be deemed to constitute agreement to their application.
The possible inapplicability of (part of) a provision of these general terms and conditions does not affect the applicability of the other provisions.
Article 3: Conclusion of agreements
If an offer from Goalden is accepted, the agreement will only come into effect after written confirmation from Goalden, or at the moment that Goalden has commenced the implementation actions with the consent of the Client.
Oral agreements are only binding on Goalden after they have been confirmed by Goalden in writing.
Additions or amendments to the general terms and conditions or other amendments or additions to the agreement will only become binding after written confirmation by Goalden.
Article 4: Offers
All offers, quotations, or price estimates from Goalden are non-binding and expire automatically after 30 days, unless Goalden cancels the offer and/or quotation within that period, or unless Goalden indicates otherwise when submitting the offer, quotation, or price estimate. If a quotation or offer contains a non-binding offer and the Client accepts this offer, Goalden has the right to revoke the offer within 5 business days of receiving acceptance.
The prices charged by Goalden, as well as those stated in offers, quotations, price estimates, etc., are exclusive of VAT and any other costs. These costs may include, but are not limited to, travel expenses, transportation costs, and invoices from third parties.
Advertising accounts, images, and descriptions in offers and on the user's website, brochures, catalogs, drawings, models, color specifications, dimensions, and other information or descriptions are as accurate as possible, but are for illustrative purposes only. No rights can be derived from these, unless the parties have expressly agreed otherwise in writing.
The advertising accounts, images, brochures, catalogs, drawings, etc., and the intellectual property rights associated with them referred to in the previous paragraph of this article remain the property of Goalden at all times, unless the parties expressly agree otherwise in writing. These must be returned to Goalden upon first request. They may not be reproduced or made available to third parties without Goalden's written permission.
Quotes do not automatically apply to future orders.
Goalden cannot be held to its quotations or offers if the Client should reasonably understand that the quotations or offers, or a part thereof, contain an obvious error or typo.
Article 5: Execution of the agreement
Goalden will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
If and to the extent that proper performance of the agreement so requires, Goalden has the right to engage third parties for certain work.
The Client shall ensure that all data that Goalden indicates is necessary, or that the Client reasonably should understand is necessary for the performance of the agreement, are provided to Goalden in a timely manner. If the data required for the performance of the agreement are not provided to Goalden in a timely manner, Goalden shall have the right to suspend the performance of the agreement or charge the Client for the additional costs resulting from the delay at the usual rates.
Goalden is not liable for damages of any nature.
If Goalden or third parties engaged by Goalden carry out work at the Client's location or a location designated by the Client in connection with the assignment, the Client shall provide the facilities reasonably required by those employees free of charge.
The Client indemnifies Goalden against any claims from third parties who suffer damage in connection with the performance of the agreement, the cause of which is attributable to parties other than Goalden. If Goalden is held liable by third parties on this basis, the Client is obligated to assist Goalden both extrajudicially and in court and to immediately do everything that may be expected of the Client in that case. Should the Client fail to take adequate measures, Goalden is entitled, without notice of default, to take such measures itself. All costs and damages incurred by Goalden and third parties as a result thereof shall be borne entirely by the Client. In principle, the above rules apply unless other agreements have been made in writing.
Article 6: Specific provisions regarding search engine advertising (“SEA”) and/or search engine optimization (“SEO”)
The Client grants Goalden exclusive authority, for the duration of the agreement, to perform SEO activities and/or conduct SEA campaigns with respect to the search engines and websites specified in writing. "SEA campaigns" in this context refers to advertising campaigns via advertising platforms such as Google AdWords and Bing Ads. "SEO activities" in this context refers to all advisory and/or executive activities aimed at improving the (technical) structure of the Client's website(s) and all other activities aimed at improving the authority or relevance assigned to the website(s) by search engines based on (link)references on third-party websites (also known as "link building" or "authority building").
The Client grants Goalden exclusive authority to perform all actions Goalden deems necessary for setting up and managing the SEA campaigns and carrying out SEO activities. If SEA and SEO-related activities are performed for the Client by third parties, the Client must notify Goalden of this in a timely manner.
Goalden will make every effort to achieve optimal positioning in the agreed-upon search engines, but is not committed to achieving any concrete results, in accordance with the applicable guidelines established by the search engines. All communications from Goalden regarding the possible results of SEO work are therefore indicative. The Client cannot derive any rights from these communications. The Client also declares that it is aware that the success of SEO work depends partly on the extent to which the work and/or changes recommended by Goalden are implemented on the Client's website(s) and is willing to implement the recommendations to the best of its ability and within a reasonable time after delivery.
In principle, the costs charged by search engines related to SEA campaigns must be paid directly by the Client, without Goalden's intervention, to the relevant advertising platform. Goalden cannot be held responsible for the consequences of late payments or balance shortages on the part of the Client.
Goalden is committed to adhering to the guidelines of the "Search Engine Marketing Code of Conduct" as established by the IAB trade association. This code of conduct can be found at www.iab.nl. The Client, in turn, must adhere to the general terms and conditions, specific regulations, and editorial guidelines imposed by search engines on advertisers and website owners. Goalden is not responsible for the consequences of the Client violating these regulations.
Article 7: Specific provisions regarding Digital Analytics and Conversion Optimization
Goalden will make every effort to ensure the data quality and integrity of data collected on the Client's website(s). However, the Client is responsible for the correct technical implementation of the software and/or tools used to collect this data on its own website, whether or not based on advice provided by Goalden.
Goalden will analyze and report findings and recommendations to the Client in accordance with the frequency and format specified in the quotation, project proposal, or agreement underlying the collaboration. If no reporting method is specified, reporting will be conducted in Dutch and/or English, in accordance with good practice standards, at least monthly. If no reporting medium has been agreed upon, the Contractor will determine the medium to be used.
Goalden analyses and reports findings and recommendations to the Client based on the software and/or tools used by the Client for web analysis. The definitions for metrics or Key Performance Indicators (KPIs) used by the relevant software and/or tools are leading in this regard. The metric "unique visitor" refers to a unique visitor as defined and determined by the relevant software and/or tools. If Goalden deviates from this definition at any time, it is obligated to clearly specify this to the Client in the relevant report, or in the quotation, project proposal, or agreement underlying the collaboration.
Goalden undertakes to retain the results of the analysis and any related previous analyses and subsequent reports for at least six months, unless a different period is required by law or regulation, or given the purpose of the analysis. The Client may shorten or extend the retention period upon request.
Goalden stores data, analyses, and/or dashboards collected by Goalden regarding work performed for the Client within Goalden's secure corporate network. Goalden reserves the right to permanently delete Client data from its corporate network or destroy it after the six-month retention period has expired, or sooner if the Client deems it desirable.
Article 8: Specific provisions regarding placements on job boards, display advertising, social media advertising, and digital out-of-home advertising.
The Client warrants and will confirm this in writing at Goalden's first request that:
advertising material supplied by the Client or third parties engaged by the Client has been prepared in accordance with IAB standards, is free from technical defects and is suitable for the installation of performance measurement and control systems (including “tagging”);
information provided by the Client is correct and complete and the Client will always make this information available to Goalden in a timely and complete manner, and that the Client will provide all other cooperation that is reasonably necessary for the performance of an Agreement;
The Client will always act in accordance with applicable domestic and foreign laws and regulations, advertising codes, (property) rights or conditions of third parties and will take all necessary measures to that end;
Client will always provide an exclusive (not used for other purposes) link to the landing page of a website or other exclusive link through the applicable performance measurement system;
Client will not, during the term of an Agreement, alter, obscure or remove the measuring systems installed for the purpose of monitoring the results or the user names and passwords provided, and will store them carefully, will not make them available to third parties and will secure them against any form of unauthorized use, and in the event of any unauthorized use or at Goalden's first request will immediately take all measures necessary to stop such use;
The Client shall indemnify Goalden against any claims by third parties against Goalden in the event of a breach by the Client of the aforementioned obligations.
Client is aware that Goalden may use third-party software for the performance of the agreement and declares that it agrees with the provisions or “terms and conditions” associated with the use of this software, but only to the extent that the software used is explicitly mentioned in the agreement, order confirmation or other written communication between Client and Goalden in which the performance of work is agreed to;
Goalden's administrative and measurement systems are the determining factors for calculating the agreed fees, unless the Client's measurement systems result in a higher calculation. In that case, the fee due will be calculated based on reasonably estimable measurement results.
Client is obliged to immediately remove any placed tags or “measurement code” immediately after termination of an Agreement for any reason whatsoever, both on its own websites and any third-party websites on which these tags have been placed, with the exception of tags belonging to Client.
If the Client uses Goalden's (user) license(s) to purchase media itself, the Client accepts full responsibility for the execution and financial consequences.
Written instructions from Goalden must always be strictly followed by the Client, but cannot fully or partially release the Client from ultimate responsibility. All direct or indirect damages suffered by Goalden as a result of the Client's performance will be fully reimbursed. The Client will ensure that payments to Goalden are made in accordance with the agreed payment schedule and/or the payment terms set. Any delay in meeting the agreed payment terms will result in
Goalden reserves the right to terminate the Agreement and to temporarily or permanently suspend its performance without prior written notice.
Goalden is in no way responsible for any possible consequences of this termination or cessation of implementation.
Article 9: Amendment of the agreement
If during the execution of the agreement it appears that it is necessary for proper execution to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.
If the parties agree to amend or supplement the agreement, the completion date may be affected. Goalden will notify the Client of this as soon as possible.
If the amendment or addition to the agreement will have financial consequences, Goalden will inform the Client about this in advance.
If a fixed fee has been agreed, Goalden will indicate to what extent the change or addition to the agreement will result in an excess of this fee.
Article 10: Contract duration and implementation period
Agreements are entered into for a fixed term of 12 months, unless the parties agree otherwise in writing. After the initial contract term expires, agreements are automatically renewed for the same period.
Specified deadlines for the completion of an assignment can never be considered a strict deadline, unless the parties have expressly agreed otherwise in writing. If Goalden fails to fulfill its obligations under the agreement or fails to do so on time, it must therefore be given written notice of default.
If Goalden expects that it will not be able to fulfil its obligations within the specified period, it will inform the Client thereof as soon as possible.
Goalden is authorised to require advance payment or security from the Client in order to ensure the fulfilment of the Client's financial obligations before proceeding to provide the services.
Goalden's exceeding of a delivery term as referred to in Article 9.2 of this article does not qualify as a shortcoming attributable to Goalden and does not justify the Client's termination of the agreement, nor does it result in Goalden being liable for compensation for any damage suffered by the Client as a result of the actual longer delivery term.
Article 11: Progress of the agreement
Goalden cannot be obligated to commence execution of the assignment until all necessary information is in its possession and any agreed (instalment) payment has been received. If this results in delays, the specified delivery times and agreed contract duration will be adjusted accordingly, and Goalden is entitled to suspend work, without prejudice to the Client's obligation to meet its (payment) obligations.
If the provision of services cannot be carried out normally or without interruption due to causes beyond Goalden's control, Goalden is entitled to charge the Client for the resulting costs.
Article 12: Fee
Goalden and the Client may agree on a fixed fee for the work to be performed, or determine the fee retroactively based on the actual hours worked. The parties will further specify the amount of the fixed fee or the applicable hourly rate in writing.
In addition, the parties can agree to make the fee partially dependent on the outcome of the assignment. This is only possible if the exact details are agreed upon in writing.
If the fee has not been recorded in writing, Goalden is entitled to determine it on the basis of its usual (hourly) rates, applicable for the period in which the work was carried out.
For agreements with a duration of more than two months, the fee due may be charged monthly.
The prices and/or hourly rates used are revised periodically (in principle on 1 January and/or 1 July) on the basis of wages and inflation figures, but only result in an adjustment of the fee agreed with the Client after the expiry of the first contract term in the case of a fixed-term contract, or a minimum period of 12 months in the case of contracts for an indefinite period.
Media expenditure (also “media purchasing costs”) is in principle paid by the Client directly to the relevant advertising platform (e.g. Google AdWords).
Article 13: Confidentiality
Both parties are obligated to maintain confidentiality of all confidential information obtained from each other or from other sources within the scope of the agreement. Information is considered confidential if the other party has indicated this or if this is evident from the nature of the information.
The Client shall not copy or otherwise make the confidential information available to third parties without the prior written consent of Goalden.
The Client will not use the confidential information for any purpose other than that for which it was provided by Goalden, and will not apply it in any way other than as directed by Goalden. The Client will not modify any documents or items containing Goalden's confidential information.
The Client is obliged to bind in writing its employees, agents and subcontractors who – necessarily – become aware of the confidential information to the same confidentiality obligations as the Client, prior to obtaining confidential information.
In the event of a violation of one or more obligations under this article, the Client owes Goalden an immediately payable penalty of €5.000,00 per violation per day that the violation continues. This penalty does not affect Goalden's right to full compensation in accordance with the law.
The provisions of this Article shall survive termination or cancellation of the Agreement.
Article 14: Complaints
Complaints about the work performed must be reported to Goalden in writing by the Client within 15 days of discovery, but no later than 30 days after completion of the work in question. Failing to do so, the Client will be deemed to have fully accepted the result of the assignment. The notice of default must contain as detailed a description of the shortcoming as possible, so that Goalden can respond adequately.
If a complaint is justified, Goalden will still perform the work as agreed, unless this has demonstrably become pointless for the Client. The Client must notify the Client in writing of this.
If it is no longer possible or meaningful to perform the agreed work, Goalden will only be liable within the limits of Article 15.
Submitting a complaint never suspends the Client's payment obligations.
If a complaint is reported later than the specified period, the Client will no longer be entitled to have the complaint dealt with or to compensation.
If it is established that a complaint is unfounded, the costs incurred as a result, including the investigation costs, will be borne by Any loss or damage resulting from this shall be borne entirely by the Client.
Article 15: Intellectual property
All copyrights and other intellectual property rights relating to the services provided by Goalden are vested in Goalden. The Client acknowledges these rights and will refrain from any infringement thereof. All copyrights and other intellectual property rights relating to, but not limited to, Google AdWords, Google Analytics, and similar online accounts, will be transferred to the Client free of charge upon first written request, but only if and when the Client has fulfilled its (payment) obligations.
All copyrights and other intellectual property rights relating to the (online) tools and/or software made available by Goalden to the Client remain the exclusive property of their respective owners; the Client obtains the sole right to use these in accordance with the specific applicable terms of use, of which the Client is deemed to have taken note.
All documents provided by Goalden are intended solely for the Client's use. The Client is not permitted to disclose or reproduce information obtained from Goalden in any form whatsoever unless such disclosure has been authorized in writing by Goalden.
All documents provided by Goalden for the completion of the project remain the property of Goalden. After the contract expires or is terminated, Goalden may request the Client to destroy or return these documents.
The Client indemnifies Goalden against all claims by third parties relating to intellectual property rights on the information and documents made available by the Client to Goalden, which are used in the performance of the agreement.
Goalden reserves the right to use the knowledge acquired during the performance of the work for other purposes, provided that no confidential information of the Client ends up with third parties.
Article 16: Liability
The Client warrants the accuracy and completeness of the information provided by the Client to Goalden in connection with the conclusion and performance of the agreement and will always immediately notify Goalden in writing of any changes to the information provided. Goalden is not liable for claims by the Client and/or third parties resulting from or related to incorrect and/or incomplete information provided by the Client to Goalden, or to changes to the information provided by the Client that the Client fails to notify Goalden in a timely manner.
Any liability of Goalden, as well as that of its employees and any persons engaged by Goalden in the execution of the assignment, is limited to the amount paid out in the relevant case under Goalden's professional/business liability insurance, including the deductible to be borne by Goalden.
In the event that Goalden's professional/business liability insurance referred to in Article 15.2 does not provide coverage in a specific case, the liability of Goalden, as well as that of its employees and any persons engaged by Goalden in the performance of the assignment, is limited to a maximum of the total compensation received by Goalden in the three months preceding the damaging event. This limitation of liability applies annually, regardless of the number of damaging events.
The Client shall indemnify Goalden against any claims by third parties who suffer damage in connection with the performance of the agreement and the cause of which is attributable to the Client.
Goalden shall never be liable for any damage suffered by the Client or third parties as a result of incorrect, incomplete or untimely information provided by the Client.
Goalden is never liable for any damage whatsoever resulting from errors in software or other computer programs used by Goalden.
Goalden shall never be liable for any damage whatsoever resulting from the circumstance that (email) messages sent by the Client to Goalden have not reached Goalden.
Goalden is not liable for indirect damages. Indirect damages include all damages that are not direct, including, but not limited to, consequential damages, lost profits, lost savings, reduced goodwill, damages due to business interruption, damages due to a failure to determine marketing objectives, damages related to the use of data or data files prescribed by the client, or the loss, corruption, or destruction of data or data files.
Goalden is not liable for damage, loss or destruction of objects, materials, images or word data in any form whatsoever that have been made available by him or on behalf of the Client or that have been produced by third parties at the request of the Client.
Advice provided by Goalden is an obligation of best efforts, not an obligation of results. Guarantees of results are not deemed to have been given when providing advice. Goalden is therefore not liable for any advice provided if no result is achieved.
Goalden accepts no liability for the loss or alteration of data provided via digital media or email. The Client or any third parties engaged by them must always verify the accuracy and completeness of this data.
Goalden accepts no liability for the content of the websites or multimedia expressions it produces.
Goalden accepts no liability for the possible presence of viruses on the information carriers it supplies or on data or software supplied or retrieved via the internet. The Client must independently test the supplied information carriers, data, or software for the presence of viruses.
Goalden assumes no liability for information, freeware, or shareware made available via the internet or intranet. Goalden accepts no liability for the accuracy of the available information or for the proper functioning of the software, nor for any consequences thereof.
Unless Goalden's performance is permanently impossible, Goalden's liability for attributable failure to perform the Agreement will arise only if the Client immediately notifies Goalden in writing of the default, setting a reasonable period for remedying the default, and Goalden continues to fail to perform its obligations after that period. The notice of default must contain a description of the default that is as complete and detailed as possible, so that Goalden is able to respond adequately.
Any claim for damages by the Client against Goalden that has not been reported specifically and explicitly will lapse by the mere passage of twelve (12) months after the claim arose.
The exclusions and limitations referred to in this article shall lapse if and to the extent that the damage is the result of intent or deliberate recklessness on the part of Goalden or its management.
Article 17: Payment
Invoicing is done monthly in advance, and payment is due within 30 days of the invoice date, in a manner specified by Goalden and in the currency of the invoice. Objections to the invoice amount do not suspend the payment obligation.
With a fixed price, Goalden generally only begins work after receiving an advance invoice for 50% of the agreed-upon fixed price. The final portion of a fixed price (50%) is always due upon completion.
In the case of a long-term agreement, the monthly costs will be charged to clients at the beginning of each calendar month.
The rates used by Goalden are always exclusive of VAT.
The Client shall make payments owed to Goalden without discount or offset, except for offsetting against any deductible advances related to the agreement that the Client has provided to Goalden. The Client is not entitled to suspend payment of invoices for work already performed.
If the Client fails to meet its obligation to pay the invoices within the stated payment term, the Client shall owe an interest rate on top of the amount due, equal to the statutory (commercial) interest rate plus 2% (in words: two percent) per month.
In the event of liquidation, bankruptcy, seizure or suspension of payments of the Client, Goalden's claims on the Client shall become immediately due and payable.
Goalden reserves the right to apply payments made by the Client first to costs, then to accrued interest, and finally to the principal and accrued interest. Goalden may, without defaulting, refuse an offer of payment if the Client specifies a different order of allocation. Goalden may refuse full repayment of the principal if the accrued and accrued interest, as well as the costs, are not also paid.
Article 18: Collection costs
If the Client is in default or in breach of one or more of its obligations to Goalden, all costs incurred to obtain satisfaction out of court, such as those related to issuing reminders and formal notices, including actual legal fees and bailiff's costs, will be borne by the Client. These costs amount to at least 15% (fifteen percent) of the total invoice amount due and not paid within the payment term.
If Goalden demonstrates that it has incurred higher costs than the aforementioned percentages, the Client shall also owe the excess amount to Goalden.
The Client shall furthermore owe Goalden all costs incurred by Goalden, including – but not limited to – actual legal fees and court fees, associated with conducting legal proceedings, in all instances, unless these are unreasonably high in view of the applicable and customary rates of, for example, lawyers, and unless Goalden has been found to be in the wrong in legal proceedings by a final judgment.
Article 19: Communication
In the event that the Client has sent any digital message to Goalden, he may only rely on this message having reached Goalden if the Client has received confirmation of receipt thereof, other than an automatic confirmation of receipt.
General information provided by Goalden, whether or not on the Internet, whether or not at the request of the Client, is without obligation and shall never be considered as advice given by Goalden in the context of an assignment given to it, unless the contrary is apparent from a communication from Goalden or it concerns advice tailored to the personal situation of the Client.
Until the Client has notified Goalden of a change of address, Goalden may assume that the Client can be reached at the address provided by him at the start of the assignment, including his e-mail address.
Article 20: Retention of title
Goalden retains ownership of the goods delivered and to be delivered under the agreement until the Client has fulfilled its related payment obligations to Goalden. These payment obligations consist of payment of the agreed price, plus all claims for work performed in connection with the agreement, as well as claims for any damages due to the Client's failure to fulfill its obligations.
The items subject to the retention of title may only be resold by the Client in the context of normal business operations.
If Goalden invokes the retention of title, the agreement concluded in this regard will be deemed to have been dissolved, without prejudice to Goalden's right to claim compensation for damages, lost profits and interest.
The Client is obliged to immediately inform Goalden in writing of the fact that third parties are asserting rights to items to which a retention of title applies under this article.
Article 21: Decommissioning
Goalden reserves the right to (temporarily) suspend delivered products and/or services and/or restrict their use if the Client fails to fulfill an obligation to Goalden under the agreement or acts in violation of the terms and conditions. The obligation to pay amounts due remains in effect even during the suspension.
Goalden activates the product and its service as soon as the Client has fulfilled its obligation and has paid a fixed amount for the product or service.
Article 22: Return of items made available
If Goalden has provided the Client with goods during the execution of the assignment, the Client is obligated to return the delivered goods in their original condition, free of defects, and complete within 14 days of Goalden's request. If the Client fails to comply with this obligation, all resulting costs will be borne by the Client.
If the Client, for whatever reason, after appropriate notice, remains in default of the obligation stated under 1., Goalden shall have the right to recover the resulting damage and costs, including replacement costs, from the Client.
Article 23: Force majeure
In the event of force majeure, Goalden is authorized, without judicial intervention, to either suspend performance of the agreement or terminate it, without being liable for any damages. If the force majeure situation occurs after the agreement has been partially performed, the Client is obligated to fulfill its obligations to Goalden up to that point. All costs incurred by Goalden up to that point will be immediately and fully due and payable.
Circumstances that constitute force majeure shall include, but are not limited to: war, riot, mobilization, domestic and foreign unrest, government measures, strikes and lockouts by workers, disruption of the exchange rates existing at the time the agreement is concluded, weather conditions, business disruptions due to fire, accident or other incidents and natural phenomena, regardless of whether these circumstances occur at Goalden, its suppliers or third parties engaged by it for the performance of the obligation.
Article 24: Suspension, termination and dissolution
Goalden is entitled to terminate the agreement in writing at any time.
For agreements with a term of 12 months or less, the Client may terminate the agreement prematurely with two calendar months' notice. For agreements with a term of more than 12 months or for an indefinite period, the Client must observe a three-month notice period.
If a fixed-term agreement is terminated prematurely by the Client, Goalden is entitled to compensation for the resulting and demonstrable loss of occupancy, amounting to 50% of the regular fee calculated over the remaining original term of the agreement, unless the termination is based on facts and circumstances attributable to Goalden and the applicable (complaint) procedure has been followed by the Contractor. Furthermore, in that case, the Client is obligated to pay the invoices for work performed up to that point. The preliminary results of the work performed up to that point will therefore be made available to the Client subject to reservation.
Goalden is entitled to suspend the fulfillment of the obligations or to dissolve the agreement, if: the Client fails to fulfill the obligations under the agreement, does not fulfill them in full or does not fulfill them on time; circumstances that have come to Goalden’s attention after the conclusion of the agreement give good reason to fear that the Client will not fulfill the obligations; the Client was requested to provide security for the fulfillment of its obligations under the agreement upon conclusion of the agreement and this security is not provided or is insufficient; if, due to the delay on the part of the Client, Goalden can no longer be required to fulfill the agreement under the originally agreed conditions, Goalden is entitled to dissolve the agreement.
Furthermore, Goalden is entitled to terminate the agreement if circumstances arise that are of such a nature that fulfilment of the agreement is impossible or if other circumstances arise that are of such a nature that Goalden cannot reasonably be expected to maintain the agreement unchanged.
If the agreement is terminated, Goalden's claims against the Client become immediately due and payable. If Goalden suspends fulfillment of its obligations, it retains its rights under the law and the agreement.
If Goalden suspends or dissolves the agreement, it shall in no way be obliged to compensate for any damage or costs incurred in any way whatsoever as a result.
If the termination is attributable to the Client, Goalden is entitled to compensation for the damage, including costs, directly and indirectly incurred as a result.
If the Client fails to fulfil its obligations arising from the agreement and this failure justifies termination, Goalden shall be entitled to terminate the agreement immediately and with immediate effect without any obligation on its part to pay any damages or compensation, while the Client, on account of breach of contract, shall be obliged to pay damages or compensation.
If the agreement is terminated prematurely by Goalden, Goalden will, in consultation with the Client, ensure that any work still to be performed is transferred to third parties. This applies unless the termination is attributable to the Client. If the transfer of the work entails additional costs for Goalden, these will be charged to the Client. The Client is obligated to pay these costs within the specified period, unless Goalden indicates otherwise.
In the event of liquidation, (application for) suspension of payments or bankruptcy, seizure – if and to the extent the seizure is not lifted within three months – against the Client, debt restructuring, or any other circumstance as a result of which the Client can no longer freely dispose of its assets, Goalden shall be entitled to terminate the agreement immediately and with immediate effect or to cancel the order or agreement, without any obligation on its part to pay any damages or compensation. In that case, Goalden's claims against the Client shall be immediately due and payable.
If the Client cancels an order in whole or in part, the items ordered or prepared for that order, plus any costs already incurred, the lost profit and the working hours reserved for the execution of the agreement, will be charged in full to the Client.
If a Client requests changes to the execution of a given project or assignment, Goalden is not obligated to do so. Goalden then reserves the right to cancel the assignment. In that case, the Client is liable for any damages suffered by Goalden, including loss of profit and costs incurred.
Article 25: Recruitment of personnel
During the collaboration with Goalden, which extends to a period of 12 months, the Client is prohibited from recruiting (former) Goalden employees or from assigning them as freelancers or independent contractors without prior written approval from Goalden's management. In the event of a violation of this article, the Client will owe Goalden an immediately payable penalty of €25.000 plus €2500,00 for each day the violation continues. This penalty does not affect Goalden's right to full compensation in accordance with the law.
Article 26: Dispute resolution and applicable law
By way of exception to the statutory rules for the jurisdiction of the civil court, any dispute between Goalden and the Client will, if the court has jurisdiction, be settled by the District Court of Amsterdam, even if the Client is a party not established in the Netherlands.
Goalden, however, remains entitled to summon the Client before the court competent in accordance with the law or the applicable international treaty.
Every agreement between Goalden and the Client is exclusively governed by Dutch law.
If a version of these terms and conditions in a language other than Dutch applies to the agreement between Goalden and the Client, the Dutch text will prevail in interpreting the provisions. This means that the interpretation must be as closely aligned as possible with the Dutch text's intentions, with the parties agreeing that the wording of the provisions of these terms and conditions must be interpreted as grammatically as possible.
Article 27: Change of conditions
Goalden is authorized to amend these terms and conditions. These amendments will take effect at the announced effective date and after Goalden has sent the amended terms and conditions, electronically or otherwise, to the Client.