Terms and Conditions

Article 1. The contractual relationship between ROXTAR Online Marketing B.V. (ROXTAR) and the client

1. The contractual relationship between ROXTAR and the client is always established in writing.

2. ROXTAR’s Terms and Conditions (the Terms and Conditions) apply to all offers, quotes and agreements from ROXTAR.

3. ROXTAR expressly rejects the applicability of clients’ general terms and conditions to offers/quotes from, or contractual agreements with ROXTAR.

4. Agreements between ROXTAR and the client can also be confirmed to each other digitally.

5. In case of contradictions or ambiguities, the following order of priority applies for determining the agreements: (1) the written agreement between ROXTAR and the client, (2) the underlying quote from ROXTAR and (3) the Terms and Conditions and (4) the preceding correspondence between parties.

Article 2. The nature and scope of the work

1. With regard to the services, ROXTAR has a best efforts obligation towards the client, meaning that the agreed work will be performed to the best of its ability. Any statements by ROXTAR about the possible results of the work are purely indicative in nature. In other words, there is no obligation to achieve results and/or any guarantee of a specific outcome, unless this has been expressly agreed in advance with the client.

2. ROXTAR is entitled to have work within the scope of the assignment performed by third parties. The associated costs can only be charged after prior consent from the client.

3. Agreed work outside the scope of the assignment (additional work) will be compensated by the client based on cost-plus calculation. ROXTAR is not obligated to perform additional work.

Article 3. Prices and payment terms

1. All prices quoted by ROXTAR are in euros, excluding VAT and excluding other levies/taxes/surcharges imposed by the government.

2. All costs arising from the agreement with the client for ROXTAR are at the expense of the Client, unless otherwise agreed.

3. The Client agrees to electronic invoicing by ROXTAR.

Article 4. Liability and damages

1. In a given case, the Client can hold ROXTAR accountable for performance of the agreed work and not for any form of compensation. The written notice of default must contain a detailed description of the shortcoming and a reasonable period of at least two weeks to remedy it.

2. If the exclusion of ROXTAR’s liability for (substitute or additional) damages is overruled in court, ROXTAR’s liability for direct damages suffered is limited under all circumstances to 50% of the amount that the client owes to ROXTAR under the agreement with a maximum of €10,000. Indirect damages such as consequential damages, lost profits, missed savings and/or damages due to business interruption are not eligible for compensation by ROXTAR.

3. The client indemnifies ROXTAR against any claims from third parties who suffer damage in connection with the execution of the agreement and whose cause is attributable to parties other than ROXTAR.

Article 5. ROXTAR personnel

1. The client is not permitted, as long as the contractual relationship with ROXTAR continues, as well as for one year after its termination, to employ ROXTAR employees or otherwise, directly or indirectly, have them work for them in or outside employment. In case of violation of this prohibition, the client forfeits a directly payable fine of €50,000 per violation to ROXTAR. If the fine proves not to be enforceable, the client still owes ROXTAR reasonable compensation regarding the costs invested in the relevant employee in connection with making available, recruitment and training.

2. If a ROXTAR employee is deployed on location, the client ensures a safe and healthy work environment. Within this framework, the client is obligated to properly comply with all laws and regulations regarding working conditions and is obligated to ensure that the location where and the tools and materials with which this employee performs their work under this agreement comply with all applicable safety regulations and furthermore to do and refrain from everything that can reasonably be expected from the Client in order to prevent the employee from suffering damage during the performance of the work.

Article 6. Confidentiality

Parties will treat information they provide to each other before, during or after the execution of the agreement confidentially when this information is expressly marked as confidential or when the receiving party knows or should reasonably suspect that the information was intended as confidential. Parties also impose this obligation on their employees as well as on third parties they engage for the execution of the agreement.

Article 7. Intellectual property rights

1. All copyrights and other intellectual property rights regarding the services provided and/or products delivered by ROXTAR under the agreement with the client rest with ROXTAR. All other intellectual property rights, insofar as they are freely available to parties, will be transferred to the Client upon first written request and against compensation of costs, insofar as the transfer can be easily accomplished by ROXTAR, but only if and when the client has fully met their (payment) obligations to ROXTAR under the agreement.

2. All information and documents provided by ROXTAR are exclusively intended for use by the client. The client is not permitted to make information obtained from ROXTAR public or to reproduce it in any form whatsoever, unless this has been permitted in writing by ROXTAR.

3. ROXTAR has the right to use the knowledge and information gathered during the execution of the work (anonymized) for other purposes.

Article 8. Contract duration, termination and dissolution

1. The agreement is entered into for the period included in the agreement.

2. A fixed-term agreement cannot be terminated early.

3. A fixed-term agreement is automatically renewed after the end of the period stated in the contract for the same period, unless terminated by registered letter before the end of the (extended) contract duration and with due observance of a notice period of three (3) months.

4. If the Client does not, improperly or not timely fulfill any obligation arising from the agreement or from these general terms and conditions, as well as in case of bankruptcy, suspension of payments, seizure or liquidation of the Client, ROXTAR can, without any obligation to pay damages, without prejudice to its other rights, dissolve the agreement in whole or in part, or suspend further execution. In that case, all fixed costs of the remaining duration of the agreement are due immediately, in full and directly.

Article 9. General provisions

1. Dutch law applies exclusively to every legal relationship with ROXTAR.

2. If any provision from the agreement with the client or from the Terms and Conditions proves not to be legally valid, this does not affect the validity of the entire agreement or the integral regulation of the Terms and Conditions. In that case, parties will establish a new provision as a replacement, which gives shape to the original intention as much as possible.