Advertising Terms & Conditions
Advertising Terms & Conditions
These advertising terms and conditions (“Terms”) shall apply to the ordering, purchase and provision of the Advertisement Publication Services (as defined below) offered by Yachtsnl B.V. (a company incorporated in The Netherlands (registration number 83410988) having its registered office at Buitenveer 9, 1381AA, Weesp, The Netherlands) (“Yachtsnl” or “we”) and shall prevail over any conflicting, amending and/or additional terms contained in any purchase orders, invoices or similar documents, which are hereby rejected and shall be null and void. By entering into an agreement with Yachtsnl or the placement of an Advertisement, you agree to the applicability of these Terms. For purposes of these Terms, “you” means our contracting party under these Terms (i.e. the Advertiser and/or user of the Advertisement Publication Services).
1. Definitions
1.1 In these Terms, the following terms shall have the meanings set forth in this section:
a. Advertisement: any and all advertisements provided by the Advertiser to the Operator for publication on Yachtsnl;
b. Advertisement Publication Services: the ongoing hosting and publication of the Advertisements by the Operator on behalf of the Advertiser on the Advertising Platform in accordance with these Terms and Conditions;
c. Advertiser: the person or entity who enters into an Agreement with Operator;
d. Advertising Platform: means the platform (Yachtsnl) managed by the Operator and used by the Operator to provide the Advertisement Publication Services;
e. Agreement: an agreement between Advertiser and Operator regarding the placement of Advertisements on the Advertising Platform;
f. Operator: Yachtsnl B.V., a company incorporated in The Netherlands (registration number 83410988) having its registered office at Buitenveer 9, 1381AA, Weesp, The Netherlands;
2. Term
2.1 Unless the parties agree otherwise in writing, the Agreement shall continue to be in force for an indefinite period of time , subject to termination in accordance with section 8.
3. Advertisement Publication Services
3.1 The Operator shall provide the Advertisement Publication Services to the Advertiser with reasonable skill and care and in accordance with these Terms.
3.2 The Operator shall pay reasonable care and attention to the content, composition, functioning and availability of the Advertising Platform, but does not provide any guarantee in this respect. The Operator does not guarantee that there will be no interruptions in the availability and/or functioning of the Advertising Platform, that the Advertising Platform will be free of errors and defects and/or that the design, content and functionalities of the Advertising Platform will remain the same. The Operator also does not guarantee that Advertisements will have a certain reach and/or that the placement of one or more Advertisements will yield certain results to the Advertiser.
3.3 Operator is at all times entitled, without prior notice, to temporarily discontinue the use of the Advertising Platform and/or limit the use of the Advertising Platform if this is necessary in the reasonable opinion of the Operator, for instance in the context of unplanned or planned maintenance to the Advertising Platform. In addition, Operator is entitled to make changes to the content, composition and functionalities of the Advertising Platform at its own discretion and without consultation with the Advertiser.
4. Advertisements
4.1 The Advertiser shall provide the Operator with the Advertisements and Operator shall make the Advertisement available on the Advertising Platform within reasonable time. Advertiser is solely responsible for the content of the Advertisements. Advertiser warrants that all information contained in an Advertisement is true, accurate, current, complete, and not misleading. Advertiser shall not provide any Advertisements that:
a) violate applicable laws and regulations, including but not limited to the rules on consumer law, unfair commercial practices and the protection of personal data;
b) are contrary to public order, good morals or otherwise inappropriate or in any way relate to illegal activities of the Advertiser or a third party;
c) contain an offer for products or services for which the Advertising Platform is clearly not intended; and/or
d) infringe the (intellectual property) rights of third parties or which are otherwise unlawful towards third parties.
4.2 The Advertiser hereby grants to the Operator a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Advertisements to the extent reasonably required for the performance of the Operator's obligations and the exercise of the Operator's rights under the Agreement.
4.3 Operator reserves the right to remove Advertisements and to reasonably change or shorten the content, form, and format of Advertisements at its own discretion, and/or to remove hyperlinks and/or photos, without the Advertiser being entitled to any compensation or restitution of (part of) the charges paid for the Advertisement or the Agreement. Operator may do so, among other things, but not exclusively, if the Advertiser acts contrary to these Terms or if information included in the Advertisement is otherwise unlawful, inappropriate, or damaging to Operator.
4.4 The placement of the Advertisement on the Advertising Platform by the Operator, shall be subject to an agreed placement period and corresponding charges. Advertiser may request Operator to remove the Advertisement from the Advertising Platform, but all charges paid or payable to the Operator shall be non-refundable.
5. Charges & Payments
5.1 The Operator shall issue invoices for the agreed charges to the Advertiser in advance of the period to which they relate.
5.2 The Advertiser shall pay the agreed charges to the Operator. All amounts communicated by the Operator are exclusive of VAT. If required, VAT shall be added to the charges and payable by the Advertiser to the Operator. All charges paid to Operator shall be non-refundable once paid.
5.3 The Advertiser shall pay the Operator’s invoice within 14 (fourteen) days following the date it was issued, provided that the charges must in all cases be paid before commencement of the period to which they relate.
5.4 The Operator may suspend the provision of the Advertisement Publication Services if any amount due to be paid by the Advertiser to the Operator under an Agreement is overdue.
5.5 If the Advertiser defaults on payment, Operator shall be entitled to charge interest on the overdue amount at the maximum rate permitted by law or a rate of four per cent (4%) per annum above the base rate of the Nederlandsche Bank prevailing from time to time, whichever is lower, from the date on which the amount has become payable until the date of payment.
6. Liability & Indemnity
6.1 Operator's liability for any damage in connection with the Agreement or on any basis whatsoever, is limited to the total amount paid by the Advertiser to Operator under the Agreement within the preceding six months in which the damage-causing event occurred.
6.2 Operator is under no circumstances liable for any indirect damage suffered by the Advertiser, including but not limited to consequential damage, loss of profit, lost income, damage to reputation, damage as a result of business interruption and loss of data.
6.3 Operator is under no circumstances liable for any damage resulting directly or indirectly from or related to (i) the conduct of Advertising Platform users, (ii) the conclusion of any agreement between Advertiser and a user, (iii) the (temporary or otherwise) unavailability or reduced functioning of the Advertising Platform and/or (iv) information which is shown on an Advertising Platform but which originates from third parties.
6.4 Nothing in these Terms and Conditions shall limit Operator's liability for damage resulting from intent or gross negligence on the part of Operator.
6.5 The Advertiser shall indemnify Operator against all claims from third parties (i) related to the non-performance or late performance by the Advertiser of its obligations under the Agreement and (ii) in connection with the content of Advertisements and shall compensate Operator for all damage suffered and costs incurred in connection therewith.
6.6 Advertiser warrants that he is acting in full compliance with all applicable laws and regulations (including those regarding the protection of personal data and unsolicited communications), codes of conduct and other forms of self-regulation, as well as any further rules and regulations to be laid down by Operator. The Advertiser shall fully indemnify Operator against all possible claims by third parties as a result of the Advertiser's non-compliance with the provisions of this paragraph or any applicable laws and regulations. Advertiser shall fully compensate Operator for all damage, fines and costs incurred by Operator in connection therewith.
7. Force Majeure
7.1 In no event shall Operation be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its reasonable control, hereinafter referred to as force majeure. In the event of unforeseen circumstances on the part of Operator or in the event of force majeure, Operator shall promptly inform Advertiser and shall be entitled to suspend its performance of the Agreement for as long as this situation continues or, at the discretion of Operator, to rescind the Agreement in whole or in part. In such a case, Operator is not liable for compensation of any damage suffered by the Advertiser as a result of the suspension or rescission.
7.2 Force majeure shall in any case include, but not be limited to, shortcomings on the part of suppliers or other contacts of Operator, strikes, (unforeseen) government measures, terrorist attacks or a concrete threat thereof, war, fire, natural disasters, the temporary unavailability or inadequacy of hardware, software and/or internet or other telecommunications connections necessary for the execution of the Agreement by Operator.
8. Termination
8.1 Either party may terminate the Agreement by giving to the other party at least 7 days’ written notice of termination .
8.2 Each of the parties shall be entitled to rescind the Agreement in whole or in part with immediate effect if the other party fails to fulfil its contractual obligations under the Agreement and that party (i) has not remedied this failure within 30 days of a sufficiently clear written notice of default or (ii) is in default on some other ground or no default is required for rescission under applicable law.
8.3 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if: a) the other party is granted a (temporary) suspension of payments or applies for a suspension of payments; b) the other party is declared bankrupt, or a request is made for the bankruptcy of the other party; c) a significant part of the assets of the other’s party is seized; d) the other party has reasonable grounds to suspect that the other party is in any way involved in, or is suspected of being involved in, (tax) fraud, money laundering, receiving stolen goods and/or any (other) criminal offences or illegal activities.
8.4 Suspension or termination of the Agreement shall not relieve the Advertiser of its obligation to pay the Operator all the charges due under the Agreement.
8.5 Suspension, rescission or any other form of termination of the Agreement shall not affect Operator's right to claim compensation for damage it has suffered in connection with the Agreement.
9. Miscellaneous
9.1 Operator may unilaterally amend these terms and conditions at any time. Operator shall notify the Advertiser of the amendments within reasonable time prior to their effective date. Until the effective date and if any material terms are modified, the Advertiser can terminate the agreement with the Operator; thereafter the amended terms and conditions shall apply, and the Advertiser shall be deemed to have irrevocably and unconditionally accepted them.
9.2 If any provision of the Agreement is determined, by any court or other competent authority, to be unlawful and/or unenforceable, the other provisions of the Agreement shall continue in force. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in force (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
9.3 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
9.4 These Terms and the Agreement shall be governed by and construed in accordance with Dutch law.
9.5 The courts of The Netherlands shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.
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