General terms and conditions Grilled // Grilled Marketing

This page is a translated version of the Dutch general terms and conditions.

Grilled (hereinafter: Grilled) is registered with the Chamber of Commerce under number 51337312 and is located at Steijnlaan 16 (1217 JS) in Hilversum.

Article 1 – Definitions

In these general terms and conditions, the following terms are used in the following meaning, unless expressly stated otherwise.
Offer: any offer or quotation to the Client for the provision of Services by Grilled.
Services: the Services that Grilled offers are search engine optimization (SEO), content marketing and link building, (front-end) website development, (web/UX) design as well as marketing services such as social media marketing and search engine advertising (SEA).
Service provider: J. Veldmeijer r.o.d.n. Grilled, incorporated under Dutch law, located in the Netherlands and offering Services to the Client hereinafter: Grilled.
Client: the natural or legal person acting in the exercise of a profession or business that Grilled has appointed, has granted projects to Grilled for Services carried out by Grilled, or to which Grilled has made a proposal under an Agreement.
Agreement: every Agreement and other obligations between the Client and Grilled, as well as proposals from Grilled for Services provided by Grilled to the Client and which are accepted by the Client and have been accepted and implemented by Grilled, with which these general terms and conditions form an inseparable whole.

Article 2 – Applicability

These general terms and conditions apply to every Offer from Grilled, every Agreement between Grilled and the Client and to every Service offered by Grilled.
Before a (distance) Agreement is concluded, the Client will be provided with these general terms and conditions. If this is not reasonably possible, Grilled will indicate to the Client how the Client can view the general terms and conditions.
Deviation from these general terms and conditions is not possible. In exceptional situations, the general terms and conditions may be deviated from if this has been explicitly agreed in writing with Grilled. The Client’s terms and conditions are expressly not applicable.
These general terms and conditions also apply to additional, amended and follow-up orders from the Client.
The Client’s general terms and conditions are excluded.
If one or more provisions of these general terms and conditions are partially or completely null and void or are annulled, the other provisions of these general terms and conditions will remain in force and the void/nullified provision(s) will be replaced by a provision with the same effect as the original provision.
Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions must 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 Articles 7:404 of the Dutch Civil Code 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 Grilled gives the Client express and prior permission. Grilled is free to attach further conditions to this.
If these general terms and conditions refer to she/her, this should also be construed as a reference to he/him/his, if and to the extent applicable.
In the event that Grilled has not always required compliance with these general terms and conditions, it retains its right to demand full or partial compliance with these general terms and conditions.

Article 3 – The Offer

All offers made by Grilled are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be expressly stated in the Offer.
Grilled is only bound to an Offer if its acceptance is confirmed in writing by the Client within 30 days. Nevertheless, Grilled has the right to refuse an Agreement with a potential Client for a reason justified by Grilled.
The Offer contains a description of the Services offered. The description is sufficiently detailed so that the Client is able to make a good assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind Grilled. Any images and data in the Offer are only an indication and cannot be grounds for any compensation or termination of the Agreement. Furthermore, all offers are made on the basis of information provided by the Client. Offers will expire if the Client’s details are incorrect or incomplete.
Offers or quotations do not apply et automatically for follow-up orders.
Delivery times and terms in Grilled’s offer are indicative and do not entitle the Client to termination or compensation if they are exceeded, unless expressly agreed otherwise.
A composite quotation does not oblige Grilled to deliver part of the items included in the offer or quotation at a corresponding part of the stated price.

Article 4 – Conclusion of the Agreement

The Agreement is concluded when the Client has accepted an Offer or Agreement from Grilled by returning a signed copy (scanned or original) to Grilled, or by giving an explicit and unambiguous approval to the Offer by e-mail.
The Agreement can also be concluded orally. Grilled will confirm this acceptance in writing, at least by e-mail.
Grilled is not bound to an Offer if the Client could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or typo. The Client cannot derive any rights from this error or typo.
Any Agreement entered into with Grilled or a project awarded to Grilled by the Client is vested in the Company and not in the hands of any individual associated with Grilled.
If the Client cancels an already confirmed Agreement, the costs actually incurred up to that point (including the time spent) will be charged to the Client.
The Client’s right of withdrawal is excluded, unless otherwise agreed.
If the Agreement is entered into by multiple Clients, each Client is individually jointly and severally liable for the fulfillment of all obligations arising from the Agreement.

Article 5 – Duration of the Agreement

If and insofar as an Agreement has been concluded between the Client and Grilled, the duration of this Agreement is in accordance with the order confirmation.
The Client cannot terminate the Agreement prematurely, unless expressly agreed otherwise. In the event of premature termination of the Agreement, the Client owes Grilled the remaining hours or the costs actually incurred to date for the execution of the Agreement.
After one year, the Agreement that has been entered into for an indefinite period or for a fixed period of 12 months or longer can be terminated monthly, subject to a notice period of 1 month.
The Agreement is tacitly extended each year for the originally agreed term, unless the Client or Grilled has terminated the Agreement in writing with a notice period of one month before the end of the agreed relevant period.
Both the Client and Grilled can terminate the Agreement on the basis of an attributable shortcoming in the performance of the Agreement if the other party has been given written notice of default and has been given a reasonable period to fulfill its obligations, and if it fails to do so attributably . This also includes the payment and cooperation obligations of the Client.
The termination of the Agreement does not affect the Client’s payment obligations if Grilled has carried out work or delivered services at the time of the termination.
Both the Client and Grilled can terminate the Agreement in writing in whole or in part without further notice of default, with immediate effect if one of the Parties is in suspension of payments, has filed for bankruptcy or the company in question ends due to liquidation or other than the merger or reconstruction of the company . If a situation as mentioned above occurs, Grilled is never obliged to refund any monies already received and/or compensation.
All post-contractual obligations under these terms and conditions and the Agreement that by their nature are intended to continue after termination of the Agreement will continue to exist after termination. This concerns in any case the provisions regarding confidentiality, intellectual property rights, liability and dispute resolution and choice of law provisions.

Article 6 – Execution of the Agreement

Grilled will make every effort to execute the Agreement with the utmost care as may be expected of a good contractor. All Services are performed on the basis of a best efforts obligation, unless a result has been explicitly agreed in writing and has been described in detail.
When performing the Services, Grilled is not obliged or obliged to follow the Client’s instructions if this changes the content or scope of the agreed Services. If the instructions provide additional work for Grilled, the Client is obliged to reimburse the additional or additional costs accordingly.
Grilled is entitled to engage third parties for the performance of the Services at its own discretion.
If Grilled carries out work with regard to the Client’s data on the basis of a request or order from a government agency and/or a legal obligation, the associated costs will be borne solely by the Client.
If there are any changes, Grilled may continue to perform the Service with the modified version of the Website. Grilled is never obliged or obliged to maintain, change or add certain functionalities and/or specific features.
The source code as well as the technical documentation of the Website is at all times excluded from the right of use or the subject of a transfer to the Client.
Both the Client and Grilled can make changes to the scope and/or content of the Service purchased. The additional costs associated with this will be borne by the Client. The Client will be informed of this as soon as possible. If the Client does not agree with this, the Parties must consult with each other. The Client can only terminate the Agreement in writing on the date on which the change takes effect, if the changes are not related to changes in relevant legislation or regulations or if Grilled will bear the costs of the change.
Grilled is not obliged to provide the Client with a physical carrier containing the software.
If Grilled also makes a backup of the Client’s data under the Agreement, Grilled will make a backup at fixed times in accordance with the Agreement and store it in accordance with the agreed term. However, the Client is responsible for complying with the statutory retention and administration obligations that apply to it.
Grilled is entitled, but never obliged, to investigate the accuracy, completeness or coherence of the source materials, requirements or specifications made available to it and, if any imperfections are discovered, to suspend the agreed work until the Client identifies the imperfections in question. has taken away.
Unless otherwise agreed, Grilled has the right to use images, software and components from third parties, including stock photos and open source software, in the development, configuration or adjustment of Design. The Client expressly indemnifies Grilled against claims from third parties with regard to the use of the above.
Grilled will keep the source files of the designs as long as Grilled provides Services for the Client, or it is likely that Grilled will provide Services for the Client. Grilled is entitled to delete the source files after this period. If the Client only issues follow-up orders regarding this Design after this period, Grilled is entitled to charge costs for redeveloping, repairing or retrieving these source files.
The Client indemnifies Grilled against any claims from third parties who suffer damage in connection with the execution of the agreement and the cause of which is attributable to parties other than Grilled. If Grilled is sued by third parties for this reason, the Client is obliged to assist Grilled both extrajudicially and legally and to immediately do everything that may be expected of the Client in that case. If the Client fails to take adequate measures, Grilled is entitled to do so itself without notice of default. All costs and damage incurred by Grilled and third parties as a result are entirely at the expense and risk of the Client.

Article 7 – Obligations of the Client

The Client is obliged to provide all information requested by Grilled as well as relevant attachments and related information and data on time and/or before the start of the work and in the desired form for the correct and efficient execution of the Agreement. Failing this, Grilled may not be able to fully implement and/or deliver the relevant pieces. The consequences of such a situation are at all times at the expense and risk of the Client.
Grilled is not obliged to check the accuracy 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 Grilled responsible for the accuracy and completeness of the information compiled by Grilled for third parties and/or provided to third parties in the context of the Agreement.
Grilled can, If this is necessary for the execution of the Agreement, request additional information. Failing this, Grilled is entitled to suspend its work until the information has been received, without being obliged to pay any compensation to the Client on any grounds whatsoever. In the event of changed circumstances, the Client must notify Grilled immediately or no later than 5 working days after the change has become known.
The Client is obliged to protect all technical security and other facilities of the Grilled Website and to respect the intellectual property rights of the Website.
The Client will provide suitable equipment and a user environment, unless otherwise agreed.
The Client is obliged to ensure that the server, website, plugins and (external) tracking scripts are kept up-to-date, unless otherwise agreed. The Client indemnifies Grilled against any consequences that may arise if the Client fails to do the foregoing.
The Client is responsible for maintaining the Website, unless expressly agreed otherwise in writing.

Article 8 – Developing designs

The Client must record all wishes and requirements for developing a design in writing. Grilled may deviate from this in consultation with the Client if it considers this necessary and/or desirable to achieve the desired result.
Unless the Parties agree on a different method, the design will be developed in accordance with the following method in 5 phases:
1. Phase I: concept development. After approval of the quotation, the parties will consult with each other to translate the Client’s wishes into a design. The information from the Client regarding, among other things, the number and visual characteristics is crucial. Grilled then prepares a quotation which the Client must approve or reject in accordance with the agreed method.
2. Phase II: visualization. After concept development, depending on the product or products, a suitable design will be created that will match the Client’s corporate identity or will be the start of the Client’s corporate identity, which serves as a basis for further creative elaboration. Grilled will produce a maximum of 3 sketches from which one or more designs can be selected. The selected sketch(es) will be developed. After approval of such a design, as well as the quotation drawn up for this purpose, this design can be regarded as a product of the Client, which serves as a basis for further creative development. The client receives a maximum of 3 sketches from which one can be chosen. The design of the first choice will be made and color variants can be chosen by the Client.
3. Phase III: feedback. Such a product is then further tailored to the Client’s instructions. The Client is entitled to 1 adjustment round, as determined by Grilled when entering into the agreement, unless otherwise agreed. The Client is obliged to assess the corporate identity and/or give its approval within a maximum period of 7 days, unless a different period has been expressly agreed. Parties can agree that the Client is still entitled to an additional number of adjustments after initial approval. If more adjustment rounds are required, or major changes, an additional charge may be charged.
4. Phase IV: delivery. After the reflection period as mentioned in phase III, the developed design is final provided no adjustments/feedback have been made. Otherwise, Grilled will perform one final round of adjustments and the design will then be finalized. The Client receives the design in accordance with the quotation or agreement.
5. Phase V: completion. After completion of the project, the design can be looked back on by means of a customer assessment. The Client is free not to do this.
The Client only obtains a full non-transferable license to use the graphic design. All previous designs and sketches and other products remain the property of Grilled and cannot be used by the Client unless further agreements are made.
The Client is prohibited from making changes to Grilled’s designs without prior express written permission.

Article 9 – Development of Website and/or Plug-ins

Grilled can prepare advice, action plan, planning and/or reporting for the benefit of the services. The content hereof is not binding and only advisory in nature, but Grilled will observe its duties of care. The Client decides himself and on his own responsibility for whether it follows the advice.
The Client is obliged to provide all required information on time, completely, correctly and in the desired form for the development of the Website and/or Plug-in (including data files, software, documentation, advice, reports, analyzes and designs).
The parties record in writing all features, functionalities, properties and more of the Website and/or Plug-in to be developed. The Website is created solely on the basis of these written agreements. If the agreements made are too brief to meet the Client’s wishes, the parties must enter into consultation and adjust the agreements or the Agreement accordingly.
When developing the Website, loading time is always taken into account. If the Client adds images, content, scripts, plug-ins or other functionalities to the Website, this may affect the loading time.
Grilled is at all times entitled to require approval from the Client before a work developed by it is delivered or an associated user license is transferred.
The Client obtains a non-exclusive, non-transferable and non-sublicensable right to use the Website from the moment that the Client has fully fulfilled its (payment) obligations, unless the parties have explicitly agreed otherwise in writing. The source files are explicitly excluded from the Client’s use. Unless the parties have explicitly agreed otherwise in writing, source files will not be delivered to the Client.
The Website and/or Plug-in developed by Grilled is delivered when the Client has signed or explicitly agreed to the Website within a maximum period of 7 calendar days, unless a longer period has been agreed. To this end, the Client can check the written agreements. After this period has expired, the Client is deemed to have agreed to the Website. Any repair work after this period will be regarded as additional costs.
Parties can agree on a test period during which the Client determines any errors and/or defects. These defects must be reported in writing to Grilled. The repair work will be borne by Grilled, unless there are user errors or errors that cannot be attributed to Grilled. The repair period concerns a reasonable period, at least 30 days after the defects have been reported or confirmed by Grilled, unless otherwise agreed.
If changes have to be made to the Website after the test period and/or delivery, whether or not at the request of the Client, which have not previously been agreed 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 Grilled’s first request, the Client is obliged to assess proposals provided by Grilled, at least within the agreed period. If Grilled is delayed in its work because the Client does not assess a proposal made by Grilled or does not do so in a timely manner, the Client is at all times responsible for the consequences arising from this, such as delay.
The nature of the service means that the result is partly dependent on external factors that can influence the development, such as the quality, accuracy and timely delivery of required information and data from the Client and/or its employees. The Client guarantees the quality and the timely and correct delivery of the required data and information.

Article 10 – Delivery

If the commencement, progress or delivery of the Services is delayed because, for example, the Client has not provided all requested information or has not provided it in a timely manner, does not provide sufficient cooperation, the advance has not been received on time by Grilled or due to other circumstances, which are at the expense and risk of the Client, Grilled is entitled to a reasonable extension of the delivery period. Under no circumstances are the specified deadlines strict deadlines, nor can Grilled be held liable for exceeding the agreed term.
All damage and additional costs resulting from delays due to a cause referred to in paragraph 1 are at the expense and risk of the Client and will be charged by Grilled to the Client.
If the Client is required to give approval, Grilled is entitled to suspend the execution of the Agreement until the Client has given his approval.
Grilled makes an effort to provide the service within the agreed period, insofar as this can reasonably be expected of it. In the event of urgency, the Client is obliged to reimburse Grilled for the additional costs involved.
Grilled makes every effort to provide the Service as much as possible in accordance with the Offer.
Grilled has the right to sign all results designed and/or developed by it or to mention its name. It is also entitled to use all its designs and all matters subject to its intellectual property rights for its own promotion and/or publicity without obtaining (prior) express permission from the Client.
After delivery, the Client is responsible for correct compliance with the relevant third-party licenses when using the developed design. Grilled will adequately inform the Client about the applicable license conditions.

Article 11 – Risk transfer

The risk of theft and loss, embezzlement or damage to data, documents, software, data files and/or items used, made or delivered in the context of the execution of the Agreement is transferred to the Client at the time when it is actually entered into. have been made available to the Client, or at the time the website is first put into use. If and insofar as any damage has occurred to the Client, Grilled is obliged to supply 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.

Article 12 – Guarantees

Grilled performs the Services in accordance with industry standards. If any guarantee is given, it is limited to what has been expressly agreed in writing. During the warranty period, Grilled guarantees the proper and usual quality of the delivered goods.
The Client can only rely on the guarantee given by Grilled if the Client has fully met his payment obligations.
If the Client rightly invokes the warranty, Grilled is obliged to carry out free repair or replacement. If there is any additional damage, the applicable liability provisions of these general terms and conditions will be followed.
Grilled does not guarantee that the Website and/or Plug-in will function without errors and/or interruptions. Grilled makes every effort to correct errors in the Website or Plug-in within a reasonable period. The repair only applies to the Website and/or Plug-in that has been developed by Grilled itself, and the defects have been reported in a timely manner by the Client. Grilled is entitled to postpone the repair until a new version of the software is put into use. Defects in software that has not been developed by Grilled can be repaired in consultation at the expense and risk of the Client.
Client accepts the Website ‘AS IS’.
The Client must immediately report any defects found to Grilled in writing in detail in such a way that Grilled is able to reproduce and repair the defects. The defect is reported when the Client from Grilled provides confirmation of the report to the Client.
Any advice provided by Grilled, based on incomplete and/or incorrect information provided by the Client, is never grounds for Grilled’s liability.
The content of the advice provided by Grilled is not binding and only advisory in nature. The Client decides for itself and on its own responsibility whether it will follow Grilled’s proposals and advice mentioned herein. All consequences arising from following the advice are at the expense and risk of the Client. The Client is at all times free to make its own choices that deviate from the advice provided by Grilled. Grilled is not obliged to provide any form of refund if this is the case.
Recovery also includes the provision of temporary solutions. The warranty never covers the recovery of corrupted or lost data. Grilled is under no obligation to restore this data. If agreed, Grilled can reasonably cooperate, but is never responsible nor obliged to restore any corrupted and/or lost data. The Client must at all times take measures to prevent and limit disruptions, defects, mutilation and/or loss of data, whether or not based on information provided by Grilled.
Grilled 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. This also includes the unavailability of the Client’s Website as a result of an unforeseen disruption or force majeure.
Grilled’s liability for (the functioning of) third-party plug-ins is excluded. Grilled is not liable for damage arising as a result of, or in connection with, changes made or work carried out in or on the Grilled Website that took place without the express permission of Grilled.
During the warranty period, the Client can only rely on this warranty provision and Grilled is not obliged to pay any compensation arising from the defects found during the warranty period.
If a defect is not covered by free repair during the warranty period, the Client must reimburse the relevant costs.
Grilled does not guarantee that the software to be kept available in the context of the SaaS service will be adapted in a timely manner to changes in relevant legislation and regulations, but will make every effort to achieve this as timely as possible.

Article 13 – Use of the Website

Grilled makes the agreed and developed website available to the Client for use during the term of the Agreement on the basis of a user license. The right to use the website is non-exclusive, non-transferable, non-pledgeable and non-sublicensable and limited to these terms and conditions.

Article 14 – Social media management

As part of the service, Grilled can manage the Client’s social media accounts for the purpose of improving the account, market position, brand awareness or image (promotion). If it has been agreed that Grilled will carry out such Social Media management, the Client must provide its full cooperation, as well as access to its website, account and all required codes and login details, upon Grilled’s first request, unless otherwise agreed.
The scope of Social Media management only extends to what has been explicitly agreed by the parties. In principle, Grilled only places the content insofar as it has been supplied by the Client itself or insofar as the Client has given explicit prior permission for this. Grilled will never post content without the (prior) knowledge or approval of the Client. All content, changes (of layout) or otherwise implementation of improvements on the part of Grilled will be proposed to the Client insofar as Grilled deems the implementation of these changes to be in the interests of the Client.
The nature of the service means that any results to be achieved depend on various external factors that can influence the results of the service, such as the quality and availability of the software or third-party services required for the performance of the service, including Google. External factors such as, but not limited to, algorithms, rules, guidelines, policies, technological developments as well as human actions such as surfing behavior, can therefore influence Grilled’s results and working methods. Grilled will carry out its work taking into account the aforementioned factors and taking into account any changes thereto. The aforementioned provisions never provide the Client with a ground for dissolution of the Agreement or a right to compensation.
Carrying out social media management is also always dependent on the human actions of third parties. Grilled therefore does not guarantee achieving a certain number of likes, new followers, views, etc. When posting Content for the Client, Grilled adheres to the user conditions of the relevant Social Media parties. The Client cannot derive any rights if it experiences damage in any way with regard to the practices and rules applied by such Social Media parties.
If, in Grilled’s opinion, the work exceeds its scope of services, it is entitled to engage a third party for such work or to provide mediation between the Client and a third party for the performance of the service. This includes writing texts, designing logos, layouts, taking photos and more.
Despite the agreed services from Grilled, the Client always has independent responsibility for the use of his Social Media account(s). If licenses from third parties are required for the use of Social Media or works of intellectual property of third parties (such as photos, videos, layouts), the Client will purchase these licenses and ensure that the provisions contained therein regulations are strictly adhered to.
Unless otherwise agreed, the Client is obliged to provide all content intended for Posts at least 1 week before placing these Posts.
Carrying out Social Media Management may cause (temporary) interruptions or changes in search position (ranking) on the various Social Media channels with regard to the Client’s account, which does not justify the Client’s right to compensation.
For the implementation of Social Media management, Grilled is at all times dependent on the availability and functionality of the relevant Social Media channels, as well as on the guidelines, rules and policies of these channels, but also the policies of third parties, including Google. The services are therefore carried out in compliance with the restrictions set by the relevant parties.
If the Client wishes to make interim changes to the Social Media account or have such changes carried out by third parties, he must first consult with Grilled before these changes are implemented. The Client is responsible for all consequences of changes or adjustments initiated by the Client that have not been explicitly approved by Grilled in advance or otherwise agreed to in advance. Any harmful consequences due to the aforementioned changes or adjustments are not grounds for Grilled’s liability.

Article 15 – Delivery of the Content

If the Client offers Content, in the broadest sense of the word, to Grilled, this must be done in a timely manner and in accordance with the instructions provided by Grilled.
The Client guarantees that this always meets the requirements set by Grilled. A confirmation of receipt of the Content can never be regarded as confirmation that a sufficient or correct amount of content has been received.
Grilled is not obliged to examine the Content to be received from the Client for suitability of processing, errors and deviations prior to the start of the service. The Client is ultimately responsible for checking the Content. For the purpose of designing and developing the Content, the Client must provide all necessary information, data and documents on time, completely, correctly and in the desired form.
Creating Content is an expression of creativity, taste and individuality. If the Client agrees with the Offer or design as communicated by Grilled, this also means that the Client agrees with the approach and style that Grilled uses. Grilled has the right to implement the content of its services at its own technical and creative discretion, insofar as nothing has been expressly reported by the Client.

Article 16 – Specific provisions regarding SEO and SEA

Grilled does not guarantee results regarding the provision of social media online marketing services, SEO and Link Building. Grilled is merely employing a particular strategy that has delivered results in the past. Nor can Grilled make any promises about this, but Grilled will make every effort to obtain an improved position for the Client.
If agreed, Grilled manages texts, images and links on the Client’s Website. The Client must give Grilled access to the CMS system.
In the context of Link Building, Grilled obtains backlinks from other websites and blogs in order to generate link popularity. Grilled also produces placement and registration reports.
If Grilled sets up an SEO, SEA and/or Link Building for the Client, the budget for the SEO, SEA and/or Link Building will be determined by the Client. If the Client requires more work than is possible based on the current rate, additional costs must be charged for this.
Grilled can itself provide SEO and/or SEA texts for the Client. Grilled uses its own approach and style with regard to SEO, SEA and/or Link Building services. If the Client has agreed to the implementation of SEO, SEA and/or Link Building services by Grilled, the Client has also agreed to the approach used by Grilled and the texts drawn up by Grilled. The Client must make further agreements with Grilled about this.
If agreed, the Client must first give approval before the advertisement can be further drawn up and/or placed.
The Client grants Grilled exclusive authority for the duration of the agreement to carry out SEO work and conduct SEA campaigns with regard to the search engines and websites specified in writing. In this context, “SEA campaigns” means advertising campaigns via advertising platforms such as Google Ads and Microsoft Ads. In this context, ‘SEO activities’ means: to all advisory and/or executive work aimed at improving the (technical) structure of the Client’s website(s) and all occurring work aimed at improving the authority or relevance attributed to the website(s) by search engines on the basis of (link) references on third-party websites (also called “link building” or “authority building”).
The Client grants Grilled exclusive authority to perform all actions that Grilled deems necessary in setting up and managing the SEA campaigns and carrying out SEO work. To the extent that SEA and SEO related work is carried out by third parties for the Client, the Client must notify Grilled of this in a timely manner.
Grilled will make every effort to achieve optimal positioning in the agreed search engines, but does not undertake to achieve any concrete result, in line with the applicable guidelines as drawn up by the search engines. All communications from Grilled about the possible results of SEO work are therefore indicative in nature. The Client cannot derive any rights from these communications. The Client also declares that it is aware of the fact that the success of SEO work partly depends on the extent to which the work and/or changes recommended by Grilled are implemented to the Client’s website(s) and is prepared to implement the recommendations to the best of its ability and ability. to be implemented within a reasonable period after delivery.
The costs charged by the search engines related to the SEA campaigns must in principle be paid directly by the Client, without the intervention of Grilled, to the relevant advertising platform. Grilled cannot be held responsible for the consequences of payment arrears and balance deficits of the Client.
Grilled undertakes to adhere to the guidelines of the “Search Engine Marketing Code of Conduct” as drawn up by the trade association IAB. 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 set by search engines to advertisers and website owners. Grilled is not responsible for the consequences of the violation of these regulations on the part of the Client.

Article 17 – Specific provisions regarding digital analytics and conversion optimization

Grilled will make every effort to ensure data quality and integrity with regard to the data collected on the Client’s website(s). However, the Client is responsible for the correct technical implementation of the software and/or tools with which this data is collected on its own website, whether or not based on advice provided by Grilled.
The analysis and reporting of findings and recommendations by Grilled to the Client takes place according to the frequency and format as specified in the quotation, the project proposal or the agreement on which the collaboration is based. If no reporting method is specified, reporting will take place in Dutch and/or English and in accordance with good professional standards, with a frequency of at least once a month. If no agreement has been made about the reporting medium, the Contractor will determine which medium will be used.
The analysis and reporting of findings and recommendations by Grilled to the Client are carried out on the basis of the software and/or tools used by the Client for web analysis. The definitions for metrics or Key Performance Indicators (KPIs) as used by the relevant software and/or tools are leading. The term “unique visitor” means a unique visitor according to the definition and method of determination used by the relevant software and/or tooling. If Grilled deviates from this definition at any time, it is obliged to clearly specify this to the Client in the relevant report, or in the quotation, project proposal or agreement on which the collaboration is based.
Grilled undertakes to keep the results of the analysis and any previous analyzes and resulting reports for at least six months, unless this is necessary for a different period based on legislation or regulations, or in view of the objective of the analysis. The Client has the option to shorten or extend the retention period upon request.
Storage of data, analyzes and/or dashboards collected by Grilled with regard to work for the Client takes place within Grilled’s secure corporate network. Grilled reserves the right to permanently remove the Client’s data from its corporate network or destroy it after the retention period of 6 months has expired, or earlier if desired by the Client.

Article 18 – Specific provisions regarding display advertising, social media advertising and digital out of home

The Client guarantees and will confirm this in writing at Grilled’s first request that:
information provided by the Client is correct and complete and the Client will always make this available to Grilled in a timely and complete manner and that the Client will provide all other cooperation that is reasonably necessary for the execution 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 this end;
The Client will always provide an exclusive link (not used for other purposes) that can be traced back to the landing page of a website or otherwise exclusive link by the applicable performance measurement system;
During the term of an Agreement, the Client will not change, obscure or remove the measuring systems installed for the purpose of monitoring the results or user names and passwords provided and will store them carefully, will not make them available to third parties and will protect them against any form. of unauthorized use as well as in the event of any unauthorized use or at Grilled’s first request, it will immediately take all measures necessary to stop such use.
The Client indemnifies Grilled against any claims from third parties against Grilled in the event of a breach by the Client of the aforementioned obligations.
The Client is aware that Grilled may use third-party software for the execution of the agreement and agrees to the provisions or “terms and conditions” associated with the use of this software, but only to the extent that the software used is explicitly stated in the agreement, order confirmation or other written communication between the Client and Grilled in which the execution of work is agreed.
Grilled’s administration and measurement systems are leading for the calculation of the agreed fees, unless a higher calculation results from the Client’s measurement systems. In that case, the compensation due will be calculated on the basis of measurement results that can be reasonably estimated.
The Client is obliged to immediately remove the placed tags or “measurement code” immediately after termination of an Agreement for any reason, both on its own websites and on any third-party websites on which these tags have been placed, with the exception of tags belonging to Client.
If the Client uses Grilled’s (user) license(s) to purchase media itself, the Client accepts full responsibility for the implementation and financial consequences. Written instructions from Grilled must always be strictly followed by the Client, but cannot fully or partially release the Client from ultimate responsibility. All direct or indirect damage suffered by Grilled as a result of the execution by the Client will be fully reimbursed. The Client will ensure that payments to Grilled are made in accordance with the agreed payment schedule and/or the stated payment terms. Any delay in meeting the agreed payment terms gives Grilled the right, without any prior written notification, to terminate the Agreement and to temporarily or permanently cease performance. Grilled is in no way responsible for the possible consequences of this termination or cessation of performance.

Article 19 – Additional work and changes

If during the execution of the Agreement it appears that the Agreement needs to be adjusted, or if further work is required at the request of the Client to achieve the Client’s desired result, the Client is obliged to reimburse this additional work in accordance with the agreed rate. . Grilled is not obliged to comply with this request and may require the Client to conclude a separate Agreement for this purpose.
The Client can make changes to the scope and/or content of the SaaS service. The additional costs associated with this will be borne by the Client. The Client will be informed of this as soon as possible. If the Client does not agree with this, the Parties must consult with each other. The Client can cancel the Agreement only cancel in writing against the date on which the change takes effect, if the changes are not related to changes in relevant legislation or regulations or Grilled will bear the costs of the change.

Article 20 – Prices and payment

All prices for the Client are exclusive of turnover tax (VAT), unless otherwise agreed.
Grilled provides its services in accordance with the agreed hourly rate. The costs of the work are calculated afterwards based on the time registration drawn up by Grilled (actual costing).
The Client is obliged to fully reimburse the costs of third parties that are used by Grilled after the Client’s approval, unless expressly agreed otherwise. If the Client needs to link a credit card to a Google (AdWords) account, the Client must ensure that there is always sufficient money on the credit card for the execution of the assignment. Failing this, all consequences will be at the expense and risk of the Client.
Parties can agree that the Client must pay an advance. If an advance has been agreed, the Client must pay the advance in full before commencing the performance of the services.
Parties may agree that the Client must pay in installments.
The Client cannot derive any rights or expectations from a budget issued in advance, unless the Parties have expressly agreed otherwise.
Grilled 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 insofar as they are expressly laid down in the Agreement.
The Client must pay these costs in one lump sum, without settlement or suspension, within the specified payment term of no later than 21 days as stated on the invoice to the account number and details of Grilled made known to it.
In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or request for payment against the Client, payment and all other obligations of the Client under the Agreement become immediately due and payable.

Article 21 – Collection policy

All payment terms set by Grilled are deadlines. If the Client does not meet its payment obligation and has not fulfilled its obligation within the set payment term, the Client is legally in default.
From the date that the Client is in default, Grilled will, without further notice of default, claim statutory (commercial) interest from the first day of default until full payment, and reimbursement of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated in accordance with the graduated scale from the decision on compensation for extrajudicial collection costs of July 1, 2012.
If Grilled has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. The legal and enforcement costs incurred will also be borne by the Client.

Article 22 – Privacy, data processing and security

Grilled handles the Client’s (personal) data with care and will only use it in accordance with the privacy statement. If requested, Grilled will inform the data subject about this.
The Client is responsible for the processing of data that is processed using a Grilled Service. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies Grilled against any (legal) claim related to this data or the execution of the Agreement.
If Grilled must provide information security under the Agreement, this security will comply with the specifications agreed and a security level that is not appropriate given the state of the art, the sensitivity of the data, and the associated costs. is unreasonable.
Parties must act in accordance with the General Data Protection Regulation and comply with the resulting obligations as well as other applicable laws and regulations. Parties must conclude a processing agreement for this.
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, provide access, correct and delete personal data of data subjects. The Client is solely and fully responsible for the correct fulfillment of these obligations. Grilled is with regard to this personal data “Processor” within the meaning of the GDPR. Grilled will provide support as much as technically possible.

Article 23 – Suspension

Grilled has the right to retain the data, data files, software and more received or realized by it if the Client has not yet (fully) fulfilled its payment obligations, even if it had been paid, it would be obliged to do so.
Grilled is entitled to suspend the fulfillment of its obligations as soon as the Client is in default with the fulfillment of any obligation arising from the Agreement, including late payment of its invoices. The suspension will be immediately confirmed in writing to the Client. In that case, Grilled is not liable for damage, in any form, as a result of suspending its activities.

Article 24 – Force majeure

Grilled is not liable if it cannot fulfill its obligations under the Agreement as a result of a force majeure situation.
Force majeure on the part of Grilled in any case includes, but is not limited to: (i) force majeure of Grilled’s suppliers, (ii) failure to properly fulfill obligations of suppliers prescribed to Grilled by the Client, or recommended, (iii) defective goods, equipment, software or materials from third parties, (iv) government measures, (v) electricity disruption, (vi) disruption of the internet, data network and telecommunications facilities (for example due to: cybercrime, hacking and DDoS attacks), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems and (x) other situations that, in the opinion of Grilled, are beyond its control and that temporarily or permanently prevent the fulfillment of its obligations.
If a force majeure situation lasts longer than two months, the Agreement can be terminated in writing by either Party. If any performance has already been performed under the Agreement, in such a case settlement will be made on a pro rata basis without any liability on the part of either party towards each other.
If Grilled has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfill its obligations, it is entitled to invoice separately for the part already delivered or the deliverable part 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 25 – Limitation of liability

In the event of an attributable shortcoming on the part of Grilled, Grilled is only obliged to pay any compensation if the Client has given Grilled notice of default within 14 days after discovery of the shortcoming, and Grilled subsequently fails to report this shortcoming within the reasonable period stated in the notice of default. has recovered. The notice of default must be submitted in writing and contain such an accurate description of the shortcoming or defect that Grilled is able to respond adequately.
If the provision of Services by Grilled leads to liability of Grilled, that liability is limited to the costs charged in connection with the Service (but a maximum over a period of 12 months prior to the notice of default in the case of continuing performance agreements) with regard to direct damage. Direct damage is defined as: reasonable costs incurred to limit or prevent direct damage, determining the cause of damage, direct damage, liability and the method of repair, as well as the costs of emergency facilities. Liability is further limited to the maximum amount paid out by its liability insurance per event per year.
Grilled 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 resulting from the use of Services provided by Grilled, damage due to loss of data, damage due to exceeding delivery times. , consequential damage and damage due to delay and interest damage.
Grilled is not liable for damage that is or may be the result of any action or omission as a result of (incomplete and/or incorrect) information on the website or that of linked websites.
Grilled is not responsible for errors and/or irregularities in the functionality of the website and/or the Website, software, malfunctions or the unavailability of the website and/or software and Website for any reason whatsoever.
Grilled’s liability for (the functioning of) third-party plug-ins is excluded. Grilled is furthermore not liable for damage arising as a result of or in connection with changes made or work carried out in or on the Grilled Website that took place without the express permission of Grilled.
The Client indemnifies Grilled against all claims from third parties as a result of a defect as a result of a service provided by the Client to a third party and also consisted of Services provided by Grilled, unless the Client can demonstrate that the damage was exclusively caused by the service provided by Grilled. Grilled.
Any advice provided by Grilled, based on incomplete and/or incorrect information provided by the Client, is never grounds for Grilled’s liability. The content of the advice provided by Grilled is not binding and only advisory in nature. The Client decides for itself and on its own responsibility whether it will follow Grilled’s proposals and advice mentioned herein. All consequences arising from following the advice are at the expense and risk of the Client. The Client is at all times free to make its own choices that deviate from the advice provided by Grilled. Grilled is not obliged to provide any form of refund if this is the case.
If a third party is engaged by or on behalf of the Client, Grilled 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 Grilled’s own advice.
The Client is responsible for the correct security of his own computer, password security and more. Under no circumstances is Grilled liable.
Grilled is not responsible for the correct and complete transmission of the contents of e-mails sent by/on behalf of Grilled, nor for their timely receipt.
The Client guarantees the accuracy and completeness of the information and wishes provided by him with regard to the Service.
Grilled is furthermore not liable for damage caused as a result of the removal of links and content from websites and blogs by third parties, or the removal, moving and/or modification of the website of these third parties.
Grilled is not responsible for the policies of search engines with regard to the websites and/or content that third parties accept now or in the future.
Grilled is furthermore not liable for the demotion of the Client’s blacklink profile by Google, if Google is of the opinion that the profile does not comply with its guidelines.
All claims by the Client due to shortcomings on the part of Grilled lapse if they have not been reported to Grilled in writing and with reasons. Any claim for compensation against Grilled must always be reported in writing, but no later than one year after the Client was aware or could reasonably have been aware of the facts on which he bases his claims. Grilled’s liability will in any case end one year after termination of the Agreement between the Parties.

Article 26 – Confidentiality

Grilled and the Client undertake to maintain confidentiality of all (confidential) information obtained in the context of an Agreement. The confidentiality arises from the Agreement or from which one can reasonably expect it to be confidential information. The parties will observe strict confidentiality with regard 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 for this.
The Client is obliged to keep all Website and other materials provided by Grilled confidential and not to disclose them to third parties or allow them to be used, unless Grilled has given express permission to do so.
If Grilled is obliged on the basis of a legal provision or a judicial decision to (also) provide the confidential information to the law or competent court or designated third party, and Grilled cannot rely on a right of non-disclosure, Grilled is not obliged to any compensation and the Client is not entitled to terminate the Agreement.
Grilled and the Client also impose the obligation of confidentiality on the third parties they engage.

Article 27 – Intellectual Property Rights

All intellectual property rights of Grilled, including websites, databases, 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 thereof , rest exclusively with Grilled, and/or third parties or suppliers if these rights already belonged to others than Grilled.
The Client is prohibited from disclosing and/or multiplying, modifying or making available to third parties all documents and software subject to Grilled’s IP rights and copyrights without the express prior written permission of Grilled and an agreed monetary amount for this purpose. compensation. If the Client wishes to make changes to items delivered by Grilled, Grilled must explicitly agree to the intended changes.
The Client is prohibited from using the products to which Grilled’s intellectual property rights rest otherwise than agreed in the Agreement. The Client only obtains a non-exclusive non-transferable right to use the Website, unless expressly agreed otherwise.
The Client is furthermore not permitted to change or remove any indication regarding 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 act jointly against any infringement of Grilled’s IP rights.
The Client indemnifies Grilled against claims from third parties regarding (possible) infringements and/or claims from third parties with regard to what has been made available to the Client in the context of the Agreement. The Client will immediately inform Grilled of these violations and/or claims.
Any infringement by the Client of Grilled’s IP rights (and copyrights) will be punished with a one-off fine of € 10,000 (in words: ten thousand euros) and a fine of € 500 (in words: five hundred euros) for each day that the infringement continues.

Article 28 – Disclaimer and accuracy of information

The Client is responsible for the accuracy, reliability and completeness of all data, information, documents and/or records that it provides to Grilled in the context of the Agreement. Even if this data comes from third parties, the Client is responsible for this.
The Client indemnifies Grilled against any liability resulting from failure to fulfill the obligations in the previous paragraph or to do so on time.
The Client indemnifies Grilled against claims from third parties with regard to intellectual property rights to the data and information provided by the Client, which can be used in the performance of the Agreement, as well as with regard to the content of the advice and reports drawn up by Grilled.
If the Client provides electronic files, Website or information carriers to Grilled, the Client guarantees that these are free of viruses and defects.

Article 29 – Complaints

If the Client is not satisfied with Grilled’s service or products or otherwise has complaints about the performance of the Agreement, the Client is obliged to address these complaints as soon as possible, but no later than within 14 days after the relevant reason that led to the complaint. to report. Complaints can be reported in writing via [email protected] with the subject “Complaint”.
The complaint must be sufficiently substantiated and/or explained by the Client in order for Grilled to be able to process the complaint.
Grilled will respond substantively to the complaint as soon as possible, but no later than within 14 days of receipt of the complaint.
The parties will try to find a solution together.
Article 30 – Applicable law
Dutch law applies to the legal relationship between Grilled and the Client.
Grilled can change these general terms and conditions unilaterally. The most current version can be found on the website.
In the event of translations of these general terms and conditions, the Dutch version prevails.
All disputes arising from or as a result of the Agreement between Grilled and the Client will be settled by the competent court of the Central Netherlands District Court, location Utrecht, unless mandatory law provisions designate another competent court.