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Terms & Conditions

Article 1 Definitions and general provisions

1.1  De Grijff B.V., established at Bermweg 444, 2907LD Capelle aan den IJssel,  Chamber of Commerce number 91198380, is referred to as a service provider in these General Terms and Conditions.

1.2  Client : the legal entity that issues the order to De Grijff. De Grijff works for clients in all industries.

1.3  Agreement : the contract for services to De Grijff for the benefit of the client. The content of the quotation is the content of the assignment. Prices, terms and conditions are explained in more detail here.

1.4  Service : the service concerns advice in marketing & sales processes.

Article 2 Applicability General terms and conditions

2.1  These terms and conditions apply to all services, products, offers, quotations, transactions and agreements with De Grijff. The General Terms and Conditions also apply to all agreements with De Grijff in which third parties are involved in the implementation.

2.2  If agreements are made that deviate from these general terms and conditions, these will be recorded in writing in the quotation. Any deviations from the General Terms and Conditions are only valid if they have been expressly agreed in advance in writing.

Article 3 Payment

3.1.  Invoices must be paid within 14 days of the invoice date and must be on De Grijff’s account, unless the parties have made other agreements in this regard in writing or if a different payment term is stated on the invoice.

3.2.  If the client does not pay within the agreed term, the client will be in default by operation of law, without any reminder or notice of default being required. From that moment on, the service provider is entitled to suspend the obligations until the client has fulfilled his payment obligations. If the client remains in default, the service provider will proceed to collection. The costs related to this collection shall be borne by the client.

3.3.  When the client is in default, it also owes the service provider statutory (commercial) interest, extrajudicial collection costs and other damages in addition to the principal sum. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs.

3.4 In the event of liquidation, bankruptcy, attachment or suspension of payment of the client, the claims of the service provider against the client are immediately due and payable. If the client refuses to cooperate with the execution of the assignment by the service provider, the payment becomes immediately due and payable and the client must pay the agreed price.

Article 4 Offers and quotations

4.1 An offer is made for an assignment, which must be confirmed in writing by the client. The quotation contains a description of the service, duration and costs per unit.

4.2 The quotation shows the costs excluding VAT.

4.3  Quotations from De Grijff are valid for 30 days, unless De Grijff states a different term in the quotation. The offers of third parties are valid for a maximum of 1 month, unless a different term of acceptance is stated in the offer. If the offer is not accepted within that period, the offer will lapse. Delivery times in quotations are indicative and do not entitle the client to dissolution or compensation if they are exceeded, unless the parties have expressly agreed otherwise in writing.

4.4  No rights can be derived from De Grijff’s offers for future assignments. De Grijff is not obliged to offer the service for the prices from expired offers. Offers and quotations do not automatically apply to repeat orders, unless expressly agreed in writing.

Article 5 Prices

5.1.  The prices stated on offers, quotations and invoices from the service provider are exclusive of VAT and any other government levies, unless expressly stated otherwise. The prices of goods are based on the cost prices known at that time. Increases in this, which could not be foreseen by the service provider at the time of making the offer or the conclusion of the agreement, may give rise to price increases. The prices are exclusive of other government levies, as well as any costs to be incurred in the context of the agreement, including shipping and administration costs, unless stated otherwise.

5.2.  With regard to the services, the parties can agree on a fixed price when the agreement is concluded. If no fixed price has been agreed, the rate with regard to the service can be determined on the basis of the hours actually spent. The rate is calculated according to the usual hourly rates of the service provider applicable to the period in which it performs the work, unless a deviating hourly rate has been agreed. If no rate has been agreed on the basis of the hours actually spent, a target price will be agreed for the service, whereby the service provider is entitled to deviate from this by up to 10%. If the target price is more than 10% higher, De Grijff must inform the client in good time why a higher price is justified.

5.3.  De Grijff can charge the Client any costs associated with late payment, including for legal assistance, bailiffs and collection agencies.

5.4.  The prices in the mentioned offers and quotations are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the agreement, including shipping and administration costs, unless stated otherwise.

5.5.  A composite quotation does not oblige De Grijff to perform part of the assignment at a corresponding rate.

5.6.  If the Client does not (fully) fulfill its payment obligations or remains in default, it may not use the results made available and the right to use the LinkedIn tool, the functionalities and licenses that fall within the services of De Grijff, the advice, the (coaching) techniques, the materials, files and ideas used. In the event of non-compliance with the payment obligations, De Grijff does not have to pay a

Article 6 Price indexation

The prices, expenses and hourly wages agreed upon when entering into the agreement are based on the price level applied at that time. The service provider has the right to adjust the fees to be charged to the client and the applicable conditions annually as of 1 January. Adjusted prices, rates and hourly wages will be communicated to the client in writing as soon as possible.

Article 7 Provision of information by the client

7.1.  The client shall make available to De Grijff all information of which the client knows or should know that it is relevant for the performance of the assignment. The Client is obliged to provide all information that De Grijff requests and/or needs for the correct execution of the assignment, in a timely manner and in the desired form and manner. The client guarantees the correctness, completeness and reliability of the data made available to the service provider, even if these originate from third parties, insofar as they do not arise otherwise from the nature of the assignment. If the information and data made available are not correct or complete, this will be at the expense and risk of the client.

7.2.  The client indemnifies the service provider against any damage in any form whatsoever resulting from failure to comply with the provisions of Article 7.1. All information provided for maintenance and financial transactions relating to the linked services automatically become the property of De Grijff under the agreement concluded by the parties. De Grijff will handle this information with all due care and in good faith and will only use this information (in part) and/or make it available in all reasonableness when there is a direct need for this, including but not limited to savings, reminders, quotations and legal matters.

7.3.  If the client does not provide the information and documents required by the service provider in time or incompletely, and the execution of the assignment is delayed as a result, the resulting additional costs and extra fees will be borne by the client.

Article 8. Effort obligation

8.1  The purpose of De Grijff’s services is to help companies and/or employees move forward in LinkedIn marketing by providing support in making contacts and generating leads. This is support in the broadest sense of the word, which is not always (directly) measurable due to the nature of the service. Partly because De Grijff is dependent on the functionalities of LinkedIn and the updating thereof by LinkedIn as a platform, there is a best efforts obligation.

8.2     De Grijff will represent the interests of the client as well as possible and keep it informed of the progress of the work.

8.3  If third parties are engaged for the assignment, De Grijff will represent the interests of the client to the best of its ability vis-à-vis third parties that work under its direction. For products and services passed on from third parties, the general terms and conditions of the supplier apply to the client. Since De Grijff cooperates with LinkedIn, the terms and conditions of LinkedIn will apply to the service, in the event of a conflict between these terms and conditions, the terms and conditions of De Grijff will apply to all contacts between De Grijff and the client.

8.4  In turn, the Client will do everything that is reasonably necessary for a good result. The client and De Grijff will both make all reasonable efforts, unless there is a reasonable case of force majeure.

 

Article 9 Withdrawal of order

9.1. The services are provided in an agreement for the duration of one month or in an agreement for an indefinite period. The client is free to terminate the assignment to De Grijff in the case of an agreement for an indefinite period at any time, this must be communicated in writing at least 5 working days before the invoice date.

9.3. If the client does not withdraw in time with a prior written confirmation, payment of the entire amount remains due. If the amount is not paid on time, this will be increased by the costs, including but not limited to collection costs, costs and administration costs.

Article 10 Execution of the agreement

10.1.  The service provider performs the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

10.2.  The Service Provider has the right to have work carried out by third parties. De Grijff carries out the assignments and projects subject to the right of substitution. This is the right to be replaced by a third expert, including but not limited to force majeure. If De Grijff makes use of the right of substitution, De Grijff will inform the client in a timely manner for what reason and by whom the replacement will be made. De Grijff will take all reasonable measures and make every effort to ensure that the substitution lasts as short as possible. After the substitution, De Grijff will carry out the assignment or project itself.

10.3.  The implementation takes place in mutual consultation and after written agreement and possible payment of any agreed advance.

10.4.  It is the responsibility of the client that the service provider can start the assignment on time. The assignment cannot reasonably be performed without access to LinkedIn. Circumstances including but not limited to; non-working login details, re-requesting login details, changed passwords, changes to LinkedIn functionalities, not accepting the conditions applicable to the LinkedIn functionalities and the lack of profile components cannot be held against De Grijff and are at the expense and risk of the client.

Article 11 Contract term assignment

11.1.    The agreement between the client and the service provider is entered into for the term stated in the offer, after which the agreement is extended for an indefinite period per month.

11.2.    If the parties agree on a term for the completion of certain work within the term of the agreement, this is not a strict deadline. If this term is exceeded, the client must give De Grijff written notice of default.

Article 12 Amendment of the agreement

12.1.  If during the execution of the agreement it appears that proper execution of the assignment is necessary to change or want to adjust the work to be performed, the parties will terminate the agreement accordingly in a timely manner and in mutual consultation.

12.2.  If the parties agree that the agreement will be amended or supplemented, the time of completion of the performance may be influenced by this. If a change is desired, the client cannot reasonably demand delivery on the original delivery date as agreed without the request for change. The Service Provider will inform the Client of this as soon as possible. If the change or addition to the agreement has financial and/or qualitative consequences, the service provider will inform the client about this in writing as soon as possible.

12.3.  If the parties agree on a fixed fee, De Grijff will indicate to what extent the change or addition to the agreement will result in this fee being exceeded.

Article 13 Force majeure

13.1.  In addition to the provisions of Article 6:75 of the Dutch Civil Code, a shortcoming of the service provider in the fulfillment of any obligation towards the client cannot be attributed to the service provider in the event of a circumstance independent of the will of the service provider, as a result of which the fulfillment of its obligations towards the client is prevented in whole or in part or as a result of which the fulfillment of its obligations cannot reasonably be expected from the service provider. These circumstances include, but are not limited to, non-performance by suppliers or other third parties, power failures, computer viruses, strikes, bad weather conditions, government measures, public health measures and work interruptions.

13.2.  If a situation as referred to above arises as a result of which De Grijff cannot fulfill its obligations towards the client, those obligations will be suspended as long as the service provider cannot fulfill its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the parties have the right to dissolve the agreement in whole or in part in writing. In the case referred to in the second paragraph of this article, De Grijff is not obliged to pay compensation for any damage.

Article 14 Liability

14.1  De Grijff guarantees that the services provided by or on behalf of it have been carefully composed and that De Grijff can dispose of them.

14.2  The Client indemnifies De Grijff against claims from third parties with regard to intellectual property rights on materials or data provided by the Client, which are used for the assignment. If the Client provides De Grijff with information carriers, electronic files or software, etc., it guarantees that the information carriers, electronic files or software are free of viruses.

14.3  The client indemnifies De Grijff or persons engaged by De Grijff for the assignment against all claims from third parties as a result of the application or use of the result of the assignment.

14.4  De Grijff will report any errors found as soon as possible, however De Grijff cannot be held liable for (the consequences of) errors or defects in material or instructions made available by the client or third parties. De Grijff is not liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business interruption.

14.5  Direct damage only includes:

  • the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to the damage within the meaning of these terms and conditions;
  • any reasonable costs incurred for the established defective performance of De Grijff;
  • reasonable costs incurred to prevent or limit the damage, insofar as the client demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions.

14.6.  De Grijff’s liability for damage is limited to an amount that is reasonably in proportion to the size of the assignment and the amount of the fee. If the damage can reasonably be repaired by De Grijff, De Grijff will be given the opportunity to repair the damage before the client proceeds to claim compensation. The Client shall take all reasonable measures and reasonably necessary insurance to prevent and limit damage.

14.7.  Any liability expires after one year from the moment the assignment is completed.

14.8.  After completion of the assignment, both the Client and De Grijff have no retention obligation with regard to the materials and data used, except for the obligations under the applicable privacy laws and regulations and the Personal Data Protection Act.

Information about the storage and processing of this data can be found in the Privacy Statement of De Grijff.

Article 15 Settlement

15.1.  The Client has no independent right or authority to set off a debt or performance owed to De Grijff.

15.2.  If the client wishes to set off a claim against a debt or performance owed to De Grijff, the client must submit a written request to this effect to De Grijff. De Grijff will then take a decision on this request and inform the client as soon as possible.

Article 16 Suspension

16.1  When the Client terminates the agreement, it will reimburse the fee, costs incurred including kilometer allowance and costs of third parties for the work performed until then. In addition, De Grijff is entitled to compensation for loss of income.

16.2  If De Grijff terminates the agreement due to an attributable shortcoming on the part of the Client, the Client will pay the fee, costs incurred and costs of third parties with regard to the work performed up to that point.

16.3  The client and De Grijff can dissolve the agreement immediately in the event of bankruptcy or suspension of payment of the other party.

16.4  De Grijff is authorized to terminate the agreement (or have it terminated) if circumstances arise of such a nature that fulfillment of the agreement is impossible or can no longer reasonably be expected. Dissolution is also possible if the circumstances are of such a nature that it cannot be expected that the agreement cannot be maintained unchanged.

16.5  An agreement between De Grijff and the Client is entered into for a definite or indefinite period. An assignment for an indefinite period ends upon completion of the service or the chosen route. If the assignment, for whatever reason, is terminated prematurely, the client is no longer allowed to use the advice, software, materials or ideas made available to it and all rights to all services will lapse.

Article 17 Transfer of rights

Rights of either party under this Agreement may not be transferred without the prior written consent of the other party. This provision applies as a clause with effect under property law as referred to in Section 3:83, subsection 2: Civil Code. Lapse of the claim: any right to compensation by the service provider expires in any case 12 months after the event from which the liability arises directly or indirectly. Article 6:89 of the Dutch Civil Code continues to apply to this article.

Article 18 Indemnification

The client indemnifies the service provider against all third-party claims related to the services provided by the service provider. All exclusions of liability from article 14 and the retention of intellectual property rights by De Grijff from article 21 apply mutatis mutandis to this article.

Article 19 Right of complaint

19.1.  The client is obliged to immediately report complaints about the work performed to the service provider in writing. The complaint contains a description of the shortcoming that is as detailed as possible, so that the service provider is able to respond adequately. In any case, a complaint cannot lead to the service provider being obliged to perform completely different work than has been agreed.

19.2.  The parties will make every effort to reach a solution to the complaint in consultation before proceeding to legal proceedings.

Article 20 Retention of title and right of retention

20.1.  The goods present at the client and the goods and parts delivered remain the property of De Grijff until the client has paid the agreed price in full. Until that time, the service provider can invoke its retention of title and take back the goods.

20.2.  If the agreed prepayment amounts are not paid or not paid on time, De Grijff has the right to suspend the work until the agreed part has been paid. In that case, there is creditor default. In that case, a late delivery cannot be invoked against the service provider. De Grijff is not authorized to pledge or encumber the goods subject to its retention of title in any other way.

20.3.  If goods have not yet been delivered and the agreed advance payment or price has not been paid in accordance with the agreement, the service provider has the right of retention. In that case, the item will not be delivered until the client has paid in full and in accordance with the agreement. In the event of liquidation, insolvency or suspension of payment of the client, the obligations of the client are immediately due and payable.

Article 21 Intellectual property

21.1  Within the project, De Grijff will use all techniques, administrative software and ideas at its disposal in order to provide the Client with the best possible service and/or advice.

21.2  Intellectual property rights arising from the assignment are and remain the property of De Grijff.

21.3  The materials and electronic files used by De Grijff during the project are and remain the property of De Grijff.

21.4  The Client will only receive exclusive permission and access for the duration of the performance of the assignment to use the coaching, the materials, files and ideas used within the agreed or intended performance of the service. The resources and materials, including licenses for administrative software, are not freely transferable to third parties, in particular this applies to the structure and composition of the package.

21.5  Unless the parties have agreed otherwise in writing, the service provider retains all intellectual absolute rights, including but not limited to copyright, patent law, trademark law: drawing and design rights to the designs created by the parties themselves, drawings, writings, carriers with data or other information, quotations, images, sketches, models, maquettes and the like. The said intellectual absolute rights may not be copied, shown to third parties and/or made available or used in any other way without the written permission of the service provider.

21.6.  The client undertakes to maintain the confidentiality of the confidential information made available to it by the service provider. Confidential information is in any case understood to mean that to which this article relates, as well as company data. The Client undertakes to impose a written duty of confidentiality within the purport of this provision on its personnel and/or third parties involved in the implementation of this agreement.

21.7.  De Grijff reserves the right to use the results of the agreed services for commercial purposes. The results include, but are not limited to, the selection criteria for desired target groups and other relevant information. Commercial purposes include, but are not limited to, marketing, publication on the De Grijff website and the De Grijff LinkedIn page. If the client does not agree to the use of the results of the agreements and/or use for commercial

purposes, the client must indicate this in writing in advance and in good time. If the client does not object in any way to the use on the basis of this article, permission is deemed to have been given.

Article 22 Non-takeover of personnel

22.1  The client does not employ any employees of the service provider (or of companies that the service provider has called upon for the implementation of this agreement and who are or have been involved in the implementation of the agreement). Nor does he otherwise allow them to work directly or indirectly.

22.2  The prohibition in Article 22.1 applies during the term of the agreement until one year after its termination. The only exception to this prohibition is that the parties make other arrangements in good business consultation. The agreements only apply if they have been laid down in writing in advance.

Article 23 Dispute Resolution

23.1.  Dutch law applies to these general terms and conditions. The Dutch court is competent to take cognizance of all disputes arising from these General Terms and Conditions.

23.2.  If one or more provisions of these General Terms and Conditions are not applicable by the court, the other provisions will continue to apply. The provision that is not applicable will be filled in as much as possible in the light and the intention of these General Terms and Conditions.

23.3.  De Grijff will ensure that the most recent version of the General Terms and Conditions is published on the website.

23.4.  The most recent version of the General Terms and Conditions will apply to all current and new agreements, quotations, offers, confirmations and all other documents to which these General Terms and Conditions have been declared applicable.

23.5.  De Grijff reserves the right to unilaterally change the General Terms and Conditions annually at a time chosen by De Grijff. In the event of changes, De Grijff will ensure that the General Terms and Conditions are published on the website.

 

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