General Terms and Conditions TRAVelMedia B.V.
1. Agreements
1.1 The following conditions apply to all agreements with TRAVelMedia BV, unless otherwise agreed. The conditions stated below under II. A. to II. C. and III. are additionally applicable, unless the opposite is evident from articles II. TRAVelMedia BV does not accept any (delivery) conditions from the customer/client/subscriber unless explicitly agreed otherwise in writing.
1.2 The agreement comes into being when the purchaser places a written or verbal order or request for a subscription with TRAVelMedia BV and TRAVelMedia BV accepts this. By placing a verbal or written order or request, the purchaser accepts these delivery terms and conditions. An order or request is deemed to have been accepted by TRAVelMedia BV if the other party does not receive explicit notification to the contrary within fourteen days of receipt of the order or request.
1.3 Offers made by TRAVelMedia BV are without obligation, unless explicitly stated otherwise. The offer price is valid for thirty days, unless otherwise indicated. Offers are based on the information provided by the other party with the possible order or application, the accuracy of which TRAVelMedia BV may assume. The contents of folders, brochures and price lists are subject to change and are not binding to TRAVelMedia BV.
1.4 The information provided by the other party with a possible order or application is stored in the TRAVelMedia BV customer database, which is registered with the Dutch Data Protection Authority in The Hague under number m1335946. This data is used to inform the other party as best as possible about existing and new publications by TRAVelMedia BV.
1.5 In addition to the general terms and conditions of TRAVelMedia BV, the most recent version of the Rules for the Advertising Industry, published by the ROTA (Dutch Advertising Association), apply to all agreements with TRAVelMedia BV regarding the placement of advertisements (including all agreements with advertisers and intermediaries). In the event of conflict between the general terms and conditions of TRAVelMedia BV and the Rules for the Advertising Industry, the Rules for the Advertising Industry take precedence.
1.6 The products included in the agreement must have been used and/or applied within a period of 12 months.
2. Payment
2.1 Unless otherwise agreed in writing, payment must take place without deduction or discount within 30 days of the invoice date in the manner and currency indicated by TRAVelMedia BV in the invoice.
2.2 The period of 30 days is a strict deadline. In the event of late payment, the customer/client/subscriber shall therefore be in default without notice of default being required.
2.3 Without prejudice to the consequences that the Civil Code attaches to default, TRAVelMedia BV, in the case of non-timely payment of an invoice, is entitled to reimbursement of the costs of extra-judicial legal assistance, which are fixed at 15% of the principal amount, with a minimum of € 250 (including VAT).
2.4 Payments made by the other party shall always serve first to settle all interest and costs due and secondly to settle due and payable invoices which have been outstanding the longest, even if the other party states that the settlement relates to a later invoice.
2.5 All payments have to be made without any discount, compensation or setoff.
2.6 TRAVelMedia BV retains the right at all times to demand security for payment or advance payment, whereby fulfilment of her obligations can be suspended until the desired security is provided.
2.7 Delivered goods remain the property of TRAVelMedia BV until full payment, including the costs mentioned in article 2.3, has taken place.
3. Complaints/returns
3.1 Complaints about delivered goods or services and/or objections to invoices must be submitted in writing to TRAVelMedia BV within 14 days after the invoice date. Submitted complaints or objections do not suspend the payment obligation.
3.2 Return shipments will only be accepted – with the approval of TRAVelMedia BV – if the stipulations in article 3.1 are met, the goods are undamaged and are returned in the original packaging with all due speed.
4. Subscriptions and prices of other products and services to be delivered by TRAVelMedia BV
4.1 Subscriptions subject to a fixed price shall be invoiced annually prior to the month in which the subscription commenced, unless otherwise agreed. Subscriptions for which a page price applies shall be invoiced periodically (usually per quarter) or per supplement afterwards for the pages received in the past period. All subscription rates include postage within the Netherlands, unless stated otherwise.
4.2 Subscriptions are valid until cancellation unless otherwise agreed. The minimum duration of a TRAVelMedia BV subscription is one year. Each party can terminate in writing at the end of the subscription period, with due regard for a notice period of two months.
4.3 Trial subscriptions are subscriptions that are taken out to get acquainted with one or more TRAVelMedia BV products for a limited period. Trial subscribers will not request a new trial subscription for the same TRAVelMedia BV product within a period of six months after the expiry of the trial subscription. TRAVelMedia BV is entitled to terminate the trial subscription immediately after it has been determined that the trial subscriber has already had a trial subscription for the same TRAVelMedia BV product within a period of six months.
4.4 TRAVelMedia BV is entitled to adjust the prices of subscriptions and other products and services provided by TRAVelMedia BV annually on the basis of the Consumer Price Index (CPI) of the CBS, all households series.
4.5 TRAVelMedia BV is also entitled to raise prices unilaterally. TRAVelMedia BV will inform the subscriber/participant in writing if possible at least one month before the changes come into effect.
4.6 In the event of price increases as referred to in Art. 4.5, the subscriber may terminate the subscription in writing with immediate effect, but only before the increase takes effect.
4.7 TRAVelMedia BV can terminate the subscription or other supply in writing with immediate effect if the subscriber/party is in default in fulfilling his obligations, goes into liquidation, applies for suspension of payments, files a petition for bankruptcy of the subscriber/party, or if he ceases or dissolves his business wholly or partially.
4.8 Loose-leaf orders for publications issued by TRAVelMedia BV can be placed in writing, by telephone, online or via the bookshop. Buyers of loose-leaf publications are automatically registered for delivery of subsequent supplements at the current page price for a minimum of one year. Cancellation is possible at any time, unless otherwise agreed, on the understanding that cancellation will be effected no later than one month after receipt of the cancellation and will be settled up to and including that month.
4.9 The subscriber is not permitted to transfer rights and/or obligations arising from a subscription to a third party without the prior written consent of TRAVelMedia BV. TRAVelMedia BV can transfer its legal relationship with the subscriber and the separate rights and/or obligations that TRAVelMedia BV derives from this legal relationship to a third party. If this happens the subscriber can immediately terminate the subscription in writing.
5. Liability
5.1 TRAVelMedia BV is not liable for damage – including but not limited to damage that is the result of incorrectness, unlawfulness, incompleteness or delay in the updating of information in the broadest sense of the word as published by TRAVelMedia BV – that the other party suffers because TRAVelMedia BV (or a person for whom it is liable under the law) falls short in fulfilling this agreement or commits an unlawful act in connection with the execution of this agreement.
5.2 Art. 5.1 does not apply to damage that is the result of deliberate intent or gross negligence on the part of TRAVelMedia BV or any person for whom TRAVelMedia BV is legally responsible. Liability for such damage is limited to liability for direct damage to goods (including computer programs and data files) and direct damage through death or injury, and is further limited to the invoice value or, in the case of an ongoing agreement, the fee paid by the other party in the last month.
5.3 The information mentioned in article 5.1 is in any case understood to include (but not be limited to) the contents of advertisements and/or publications prescribed by law for natural or legal persons, insofar as these have been compiled by parties other than TRAVelMedia BV.
5.4 Any possible liability of TRAVelMedia BV and of persons for whom TRAVelMedia BV is responsible is in all cases limited to a maximum of the invoice value of that part of the agreement from which the liability results.
6. Copyright
6.1 All intellectual property rights related to the works published by TRAVelMedia BV, including copyrights, trademark rights and any rights under the Directive 96/9/EC on the legal protection of intellectual property rights, are protected by TRAVelMedia BV.
6.2 The other party will not be allowed to remove or change any indication concerning copyrights, brands, trade name or other rights of intellectual or industrial property from (software) material.
The rights to access and use of databases rest with TRAVelMedia BV. No part of TRAVelMedia BV’s publications may be published or reproduced in any way, including storage in any computerised file, unless this is explicitly and unambiguously permitted by TRAVelMedia BV or the law. Without prejudice to his liability to TRAVelMedia BV for damage caused by his breach of obligation, buyer/subscriber is obliged to stipulate that anyone to whom he makes works published by TRAVelMedia BV available, temporarily or otherwise, must accept the obligations referred to in this article as his own and impose them on third parties in the form of a perpetual clause.
7. Statute of limitations/forfeiture
All legal claims against TRAVelMedia BV, including claims for damages, become time-barred and/or expire after one year after the claim in question has arisen.
8. Amendments
8.1 Amendments, supplements or changes to the agreement and the general terms and conditions are only valid if they are made in writing and signed by both parties.
8.2 Changes and/or cancellations of advertisements should be communicated no later than two full working days before the deadline, either by telephone or by post/email.
9. Partial nullity
9.1 If any provision of the agreement and/or the general conditions proves to be invalid, this shall not affect the validity of the entire agreement. The parties shall adopt (a) new provision(s) by way of replacement, which will give shape to the intention of the original agreement as much as is legally possible.
10. Disputes and applicable law
10.1 All disputes relating to the formation, interpretation or execution of an agreement with TRAVelMedia BV will be submitted to the competent court in The Hague, to the exclusion of all others. If this is not the legally competent court, TRAVelMedia BV will give the client/customer/subscriber a period of one month after TRAVelMedia BV has invoked this stipulation in writing to opt, in writing, for settlement of the dispute by the legally competent court.
10.2 The agreement, its interpretation and its execution are governed by Dutch law. The United Nations Convention of 11 April 1980 on Contracts for the International Sale of Goods, known as the Vienna Convention is notably excluded.
10.3 The other party indemnifies TRAVelMedia BV against all claims of third parties in connection with this agreement. This indemnification also applies to all damage and costs suffered or incurred by TRAVelMedia BV in connection with such a claim.