General terms and conditions C2Connect
1. Parties
1. C2Connect: registered with the Netherland’s Chamber of Commerce under number
90009614, having its registered office at Korte Havenstraat 16 A 3421 AG Oudewater, user
of these general terms and conditions.
2. Further details of C2Connect:
Website: www.c2connect.nl
Email: info@c2connect.nl
Telephone number: +31 6 22 99 60 23
VAT identification number: NL004783628B95
3. The Client: the (potential) customer of services offered by C2Connect.
2. Applicability
1. C2Connect declares these general conditions applicable to every offer of C2Connect and
to any resulting agreements which the parties entered into with one another. To the extent
that the content of this had not changed , or no other specific conditions between both
parties exist, these general conditions will also be applicable to any future contractual/legal
relationships between both parties.
2. Deviations from these terms and conditions only apply insofar as they have been
explicitly agreed upon by the parties in writing.
3. General (purchase) conditions of The Client are explicitly rejected.
4. Third parties that are involved by C2Connect in the execution of the agreement can also
appeal to these general terms and conditions.
5. If C2Connect does not always require strict compliance with these general conditions, this
in no way means that the provisions thereof do not apply or that C2Connect loses the right
to require strict compliance with the provisions of these general terms and conditions in
appropriate cases.
6. If one or more (part(s) of the provisions of these general terms and conditions are null
and void, or are destroyed, the other provisions of these general terms and conditions
remain applicable. In such cases, the appropriate parties will then need to consult each
other to agree on new rules to replace the null and void or annulled provisions; in which the
purpose and purport of the null and void or annulled provisions will be expressed as much
as possible.
3. Offer and agreement
1. Each offer, in the form of a quotation or otherwise, is in its entirety and unconditionally
free of obligation and revocable, unless otherwise indicated in writing by C2Connect.
2. Each offer of C2Connect has a validity of 14 days.
3. If Client accepts an offer, C2Connect reserves the right to withdraw the offer for a period
of 14 working days after receipt of the acceptance.
4. Prices as stated on the website or in any other form of an offer, (unless stated otherwise)
are in Euros and exclusive of VAT and subject to charges, surcharges and other factors.
5. All statements of C2Connect of sizes, color and other specifications of services to be
delivered are only indications. A slight deviation from this in the delivered services shall not
lead to a shortcoming in the fulfilment of the agreement on the part of C2Connect.
6. Obvious and mistakes and errors in the offer are not binding towards C2Connect.
7. An offer does not automatically apply to subsequent orders, repeat orders or renewals.
8. The agreement is concluded after The Client has accepted an offer from C2Connect
electronically, after C2Connect, or a third party on its behalf, has commenced performance
of the work with the tacit approval of The Client or after C2Connect has confirmed a written
acceptance.
9. C2Connect retains the right, at its sole discretion, to reject a potential Client and/or
advertisement or its contents, without giving any reason. In such case, C2Connect is not
liable for damages.
10. Each offer is only valid to the extent that stock of C2Connect last.
4. Execution by C2Connect
1. C2Connect will execute the agreement to the best of its knowledge and ability and in
accordance with the requirements of good workmanship. All of C2Connect's services are
performed best on a best-efforts obligation, unless and insofar as C2Connect has explicitly
promised a result in the written agreement and the result concerned has also been
described with sufficient determination. C2Connect's objective(s) are only a guideline and
therefore provide no guarantee. The liability for the fee is therefore in no way dependent
on the outcome of the assignment or the result, as the case may be.
2. C2Connect will try to fulfil the assignment within the indicated/estimated period of time.
This period is not fatal, which means The Client must always declare C2Connect to be in
default, whereby a considerable and reasonable period of time for compliance must be
given before The Client is entitled to a remedy/right.
3. The duration of C2Connect's performance of the Services depends on several factors and
circumstances, including but not limited to, the quality of the data/information provided by
Client and Client’s cooperation.
4. C2Connect is free to have the assignment and/or delivery carried out by third parties.
Article 7:404 of the Dutch Civil Code is expressly excluded in the agreement.
5. The Client accepts that the deadlines/timing of the assignment can be influenced if the
parties decide in the interim to change the approach, working method or scope of the
assignment and/or the resulting activities. If changes in the execution of the agreement
become necessary by The Client in the interim, C2Connect shall make the necessary by
order of The Client. If this leads in additional work, C2Connect will charge this as addition to
The Client. C2Connect may charge the additional costs of changing the agreement to The
Client, unless the change or addition is the result of circumstances attributable to
C2Connect. The latter situation shall not lead to a reduction of the principal sum(s).
Additional work means all work not agreed upon in the offer or agreement that
arises/results from the services at the request of The Client.
6. The absence of a written agreement regarding the additional work does not affect
C2Connect's claims for compensation.
7. If and insofar as the proper performance of the agreement so requires, or ensues from
the nature of the agreement, C2Connect is entitled to commission third parties to deliver
products or services on behalf of and at the expense of The Client. If C2Connect draws up an
estimate for the costs of third parties to be engaged, such estimate shall be indicative only.
8. Announced work by C2Connect is not binding towards C2Connect. In order to try to
achieve the objective(s) as well as possible, C2Connect is entitled, at her own discretion, to
choose a different working method and/or activities.
9. C2Connect shall at all times be free to choose the working methods to be used in the
execution of the agreement.
10. If C2Connect makes statements on social media, The Client is responsible for the
content and should check C2Connect's statements as soon as possible.
11. By entering into the advertising contract with C2Connect, The Client grants C2Connect
the authority – by means of a mandate as referred to in Article 7:414 of the Dutch Civil Code
– to perform legal acts on behalf of The Client, but in The Client’s name, pursuant to Article
7:414(2) of the Dutch Civil Code. In that context, C2Connect will enter into an agreement
with a Publisher to place advertisements for The Client in a Medium of the Publisher.
12. The Client, as mandator, is aware of the fact that C2Connect, as mandatary, has an
interest in the conclusion of the legal act referred to in Article 7:418 of the Dutch Civil Code.
13. C2Connect, as mandatary, is a party to the agreement with the Publisher in the context
of which C2Connect performs the legal act in question. C2Connect and/or the Publisher are
never obliged to give The Client an insight into the agreement(s) between C2Connect and
the Publisher under the Charge agreement with The Client.
14. The Client bears the risk and cost of all acts and activities performed by The Client under
the Advertising Contract. The Client is responsible for fulfilling all obligations under the
Advertising Contract and the contract entered into by C2Connect on behalf of The Client
with the Publisher for the placement of the advertisement in the Medium.
15. The Client is aware that the Publisher may impose additional conditions or instructions
regarding the placement of the advertisement(s).
16. C2Connect will try to publish the marketing activities in the best possible quality
throughout the agreed period of time. However, C2Connect does not guarantee the
continuous quality and quantity of the display of content on a multimedia, such as a website
or social media. C2Connect is in no way liable for any damage resulting from the
(temporary) unavailability of a multimedia.
17. C2Connect is entitled to remove content posted on a multimedia or block access to it in
the event of a violation or imminent violation of third-party rights. The foregoing does not
entitle The Client to compensation.
18. C2Connect is entitled to refuse, suspend or remove publication of marketing content for
reasons of its own. Such reasons may include content, nature, purport or form, technical
objections, refusal of advance payment or evident conflict with C2Connect's own
reasonable interests.
19. C2Connect provides no guarantee regarding the availability of, for example, the website
and thus the visual representation of the final result. At a moment after delivery, it may turn
out that the delivered service, is no longer displayed or no longer functions optimally due to
external circumstances, such as, for example, in case the network operator no longer
supports the service, C2Connect's supplier goes bankrupt or the template or plug-in used is
no longer developed/supported. C2Connect is not responsible for changes to the website or
other content, following adjustments based on the advice given by C2Connect.
20. Unless otherwise agreed, C2Connect is never obliged to make and maintain backups for
the benefit of The Client. All backups made will be destroyed after termination of the
agreement. The Client is therefore responsible for making and maintaining backups, for
example before an update is performed. He may request this from C2Connect if necessary.
21. If, in C2Connect's judgement, there is a danger to the functioning of the computer
systems or network of C2Connect or third parties and/or C2Connect's deliveries are affected
or impeded by, but not limited to, failures or breakdowns of the Internet,
telecommunications infrastructure, synflood, network attack, DoS or DDoS attacks, power
failures, civil commotion, mobilisation, war, stagnation in transport, strikes, lockout,
business disturbances, supply stagnation, fire, flood, import and export obstructions, all
obligations of C2Connect are suspended and C2Connect is entitled to take all measures it
reasonably considers necessary to avert or prevent this danger/prevention, without The
Client having any right to compensation. If fulfilment due to force majeure is impossible for
more than one month or there are other circumstances that make it disproportionately
burdensome for C2Connect to fulfil its obligations, C2Connect is entitled to terminate the
agreement in whole or in part by giving notice to The Client and without judicial
intervention, without any obligation to pay compensation in that case.
5. Obligations of The Client
1. The Client shall give C2Connect the opportunity to comply with the agreement. The Client
promises to provide the cooperation required for the execution of the agreement by
C2Connect, in the form desired by C2Connect.
2. The Client shall ensure that all data, which C2Connect indicates are necessary or which
The Client should reasonably understand are necessary for the execution of the agreement,
are provided to C2Connect in a timely manner. The Client shall bear the risk of correct and
timely delivery of the web content and/or other necessary information and its content,
regardless of how The Client provides it. If the necessary information has not been provided
to C2Connect in a good time, C2Connect has the right to suspend the performance of the
agreement and/or charge The Client for the additional costs resulting from the delay
according to The Client at the usual rates.
3. If a period for the execution of the agreement has been agreed, The Client undertakes to
ensure that he, or a third party designated by him, can be easily reached by telephone and
electronically during this period.
4. The Client is not entitled to have the agreed work performed by a third party without
consultation with or consent from C2Connect. Article 7:407 of the Dutch Civil Code is
explicitly excluded in the agreement.
5. The Client warrants that digitally supplied material is safe and contains no viruses or
other harmful content that could in any way harm the computer systems, computer
programs of C2Connect and/or third parties.
6. The Client ensures that if services are performed on location, the necessary resources are
made available to C2Connect free of charge.
7. If additional costs and/or damage and/or work arise as a result of The Client's failure to
comply with the obligations referred to in paragraphs 1 to 7 inclusive, The Client is obliged
to reimburse C2Connect for these costs.
6. Prices, payment and suspension.
1. The agreement has been concluded by mutual consent. By concluding the agreement, the
parties consider the prices to be reasonable and fair.
2. Unless otherwise agreed, The Client must pay the sum due in full prior to the delivery.
The advance payment shall be deducted from the final invoice.
3. Unless otherwise agreed, Client will receive an invoice by the end of the week in which
C2Connect delivered the services.
4. If payment is by invoice, it must be paid by bank transfer within 30 days of receipt.
Payment shall be made without set-off or suspension and by the payment method indicated
by C2Connect. Any additional costs related to bank transfers from abroad shall be borne by
The Client.
5. If the agreed payment term of payment is exceeded, C2Connect shall immediately be
entitle to charge The Client default interest of 1% of the principal sum per month as an
amount for extrajudicial collection costs. The latter costs amount to 15% of the principal
sum due with a minimum amount of amount of EUR. 125,- excluding VAT.
6. A composite quotation does not oblige C2Connect to execute part of the agreement at a
corresponding part of the stated price.
7. If the parties have not agreed otherwise in writing, C2Connect will set its rate according
to its hourly rate of €200 (excluding VAT). This therefore also applies to commissioned work
carried out outside the content of the original agreement.
8. Without the express and written consent of C2Connect, The Client is not permitted to
apply set-off and/or suspension and/or deduction with respect to the payment obligations.
9. C2Connect has the right to take delivered services (temporarily) out of use and/or to
restrict and/or remove their use for as long as The Client is in default in the fulfilment of any
obligation under the agreement with C2Connect.
10. For continuing agreements, C2Connect is entitled to increase the rates by, for example,
indexing in accordance with the applicable CBS figure. In any event, C2Connect is entitled to
implement a price increase of up to 3% once a year without The Client's consent. If
C2Connect wishes a higher price increase, she has a waiting period of 1 month, in which
case The Client has the right to terminate the agreement in writing within that period.
Failing this, The Client shall be deemed to have agreed to the price increase.
11. If a price has been agreed on the basis of data provided by Client and they turn out to be
incorrect, C2Connect is entitled to adjust the price. This also applies if the agreement has
already been concluded.
7. Duration and (interim) termination of the agreement
1. Article 7:408 of the Dutch Civil Code are excluded from the agreement. Therefore, The
Client cannot terminate the agreement prematurely.
2. Contracts that end by expiry of time cannot be terminated prematurely by The Client and
3. Continuous performance agreements which end by passage of time, cannot be
prematurely terminated by The Client and therefore only end by expiry of the agreed term,
as indicated in the main contract. If nothing is stipulated in the main contract, a term of one
year will apply. The continuing performance agreements are tacitly renewed for the same
duration. Termination of a long-term contract shall be effected in writing towards the end of
the term with due observance of a period of at least 25% of the agreed term, rounded off in
whole months. C2Connect is at all times entitled to terminate the continuing performance
agreement(s) prematurely, with immediate effect.
4. C2Connect is entitled to terminate the agreement with The Client with immediate effect
for the future by written notice without (further) prior notice of default if:
a) The Client discontinues or otherwise liquidates all or part of the business operations
and/or substantially modifies or transfers the business activities to a third party without
C2Connect's prior written consent;
b) The Client is granted a suspension of payments (provisional or otherwise) or The Client is
declared bankrupt, The Client submits a request for application of a debt rescheduling
scheme or The Client is placed under guardianship or administration.
c) a right accruing to The Client is attached;
d) two periodic payments have not been made.
5. In the event of dissolution of the agreement, all payments due by The Client to C2Connect
shall be immediately due and payable in full. There will be no refund of any balances.
6. In case of dissolution of the agreement, C2Connect is entitled to invoice a proportional
part, in proportion to the completed part of the assignment, of the agreed sum of money
with a minimum of 50%.
7. Client waives all rights to full or partial dissolution and suspension of the (payment)
obligations under the agreement, unless Client is a consumer.
8. Warranty and liability
1. C2Connect is not liable for damages resulting from failures or defects at and/or errors of,
the social media platforms used for the execution of the assignment, including, but not
limited to, Facebook, Twitter, Instagram, Google, LinkedIn and Youtube.
2. C2Connect is not liable for damage at The Client or parties connected to The Client, as a
result of statements made by third parties both online and offline.
3. C2Connect is not liable for damage resulting from publications of texts and other material
provided or approved by The Client.
4. The Client bears the costs and risk for the use of any advice and reports provided by
C2Connect. The burden of proof that the advice does not comply with what may reasonably
be expected or has been agreed in writing lies with The Client, C2Connect will be given the
opportunity to provide evidence to the contrary.
5. C2Connect is not liable for damage caused by force majeure as referred to in Article 9.
6. The Client is obliged to check each delivery and performance, whether in stages or
otherwise, for conformity with regard to quantity and quality as soon as possible, but within
24 hours. If the performance does not comply with the agreement and there is therefore a
defect, The Client must inform C2Connect within 5 days after it has discovered or could
reasonably have discovered this.
7. After the information referred to in the previous paragraph has been provided,
C2Connect shall repair or replace the defect free of
repair or replace the defect free of charge and within reason. If none of the two remedies
remedies effectively remedy the defect, The Client has the right to terminate the
The Client has the right to terminate the agreement. The foregoing applies without The
Client being entitled to any compensation for damages by C2Connect.
8. If the defect is caused by an error attributable to The Client, The Client has informed
C2Connect of the defect too late, The Client has confirmed the completion of a phase, The
Client has given permission for the start of a subsequent phase or The Client has put the
deliverables into use, any right to repair, replacement or possible termination as described
in this article shall lapse. The burden of proof regarding the imputation of fault lies with The
Client.
9. Unless otherwise agreed, C2Connect does not guarantee the functioning of the website
by implementing updates.
10. Any warranty or other claim of The Client against C2Connect lapses if The Client or
others has made changes to or in the Website or the underlying server on behalf of or with
the approval of The Client.
11. C2Connect is entitled to postpone the commencement of services belonging to a phase
until The Client has approved in writing the results of the preceding phase.
12. The existence of a defect does not suspend The Client's payment obligation.
13. The Client is never entitled to any remedy if The Client can be blamed for incorrect or
careless use or in case The Client, without C2Connect's prior written consent, makes
changes or causes changes to be made to the products delivered by C2Connect.
14. The Client is responsible for the lawful use and content of the Website, including the use
of textual and graphical content, and indemnifies C2Connect against third-party claims
resulting from the unlawful use of the Website and/or the content reproduced thereon.
15. If C2Connect is be liable to The Client, such liability shall at all times be limited to the
amount claimed which the professional or corporate liability insurance taken out by
C2Connect entitles The Client or, if the insurer will not pay, to the amount of the invoice
amount related to the even giving rise to the damage occurred, to be increased by 15%. . In
the case of agreements with a duration of more than six months, the liability referred to
here is further limited to a maximum of the invoice amount for the last six months prior to
the event causing the damage.
16. Liability of C2Connect does not at all times extend to consequential damages and except
for intent or gross negligence liability does not extend to property damage, personal injury,
immaterial damage or loss of profit.
17. The Client indemnifies XX against any damage incurred by third parties in connection
with the agreement as a result of XX actions, including failure to act, based on the
information, data and documents provided by The Client incorrectly, incompletely or too
late or incomplete manner of use of the goods and services.
18. The Client explicitly indemnifies C2Connect against claims by third parties relating to
Intellectual Property Rights on information, data and/or drawings provided by Client to
C2Connect.
19. C2Connect shall in all cases be liable only for direct loss resulting from an attributable
failure to fulfil its obligations under the agreement.
20. C2Connect is not liable towards The Client for damage to materials made available by
The Client, except for gross fault or negligence.
21. In all cases, the period within which C2Connect can be sued for damages is limited to 6
months.
9. Force majeure
1. Force majeure shall be understood to mean, in addition to the provisions of the law and
jurisprudence in this respect shall be understood to mean all external causes, foreseen or
unforeseen, on which C2Connect cannot exert any influence. This will include fire, riots,
war, strikes, water damage, government measures, failures in energy supplies/business
facilities, internet failures, network attacks, incapacity of personnel, illness or death, failure
to perform by a supplier, extreme weather and traffic conditions, government measures
regarding terrorism, pandemics, epidemics, etc.
2. During force majeure the obligations of C2Connect's are suspended. If performance due
to force majeure is impossible for more than two months and there are other circumstances
that make it disproportionately onerous for C2Connect to fulfil its obligations, C2Connect is
authorized to dissolve the agreement in whole or in part by notifying The Client and without
judicial intervention, without any obligation to pay compensation in that case.
3. If C2Connect has already fulfilled part of its obligations when the force majeure occurs, it
shall be entitled to invoice that part already delivered or performed separately, or to credit
part of the amount paid in advance.
10. Privacy and intellectual property
1. If C2Connect places cookies and/or reads them on behalf of The Client, The Client
guarantees that C2Connect is authorized to do so under applicable laws and regulations,
including but not limited to the Telecommunications Act and the AVG. The Client therefore
indemnifies C2Connect in and out of court against any liability/responsibility in this regard.
2. The Client is aware and agrees that C2Connect, under its responsibility, processes
(personal) data of The Client and third parties such as contact data and the use of the
website, including The Client's activities on the website, such as the pages visited, the time
spent on various parts of the website, the internet address of the website from which The
Client or third party comes and the pages visited by The Client or third party.
3. The Client guarantees that all requirements for the lawful processing of the (personal)
data, pursuant to e.g. the AVG, entered or processed on the website by The Client or third
parties have been met. The Client is responsible for this data. The Client warrants to
C2Connect that the data are not unlawful or inaccurate and do not infringe any rights of
third parties. The Client indemnifies C2Connect against any legal action by third parties, on
any grounds whatsoever, in connection with such data or the performance of the
agreement.
4. The Client may have obligations towards third parties under the legislation regarding the
processing of personal data (such as the GDPR), such as the obligation to provide
information, as well as to provide access to, correct and delete personal data of data
subjects. Responsibility for compliance with these obligations rests entirely and exclusively
with The Client. C2Connect will cooperate as much as is technically possible and can
reasonably be expected of it in the obligations to be fulfilled by The Client. The costs
associated with this cooperation are not included in the agreed prices and fees of
C2Connect and are fully borne by The Client.
5. The privacy statement as published on the C2Connect website describes how C2Connect
guarantees the privacy of The Client and third parties.
6. The parties are not permitted to share (possibly) confidential information with third
parties or to use this information for purposes other than those for which this information
was obtained. Parties are subject to a duty of confidentiality with regard to confidential
information, information is in any case confidential if one party informs the other thereof or
if confidentiality arises from the nature of the information.
7. C2Connect has the right to use The Client's name and logo and the developed content for
references and its own publicity purposes.
8. The ownership of ideas, concepts or (trial) designs provided by C2Connect remains
entirely with C2Connect, unless explicitly agreed otherwise in writing. In the latter case,
C2Connect can negotiate compensation for this. In the event of a proven violation of the
said property, C2Connect is entitled to charge a reasonable fee to be determined by itself.
9. C2Connect reserves the right to use the knowledge gained through the performance of
the work for other purposes, provided that no confidential information is disclosed to third
parties.
10. Under no circumstances does The Client has the right to reveal the working method
and/or techniques of C2Connect. The Client is prohibited from providing insight into the
content of C2Connect's advice and/or reports. This article applies without prior written
permission from C2Connect.
11. The Client is explicitly prohibited from infringing the intellectual property rights of
C2Connect, as well as from damaging the reputation of C2Connect. All Intellectual Property
Rights and copyrights of C2Connect, including the graphic designs, advice, ideas, photos,
film material, (electronic) files and similar items that C2Connect has developed and/or
supplied in the context of the services, belong exclusively to C2Connect or the parties
provided by C2Connect or engaged third parties.
12. The Client is prohibited from copying and/or reproducing and/or disclosing the services,
or their content, without prior written permission.
13. The documents, including work processes, advice, designs, images, models and other
products/services that C2Connect provides to The Client, are exclusively intended for use by
The Client.
14. By using the services, each Client agrees that the Intellectual Property Rights belong to
either C2Connect and/or the third parties engaged by it, or to The Client in question. The
Client is obliged to respect all technical security measures and other measures relating to
the services and/or Products, as well as the Intellectual Property Rights thereto.
15. If The Client violates a paragraph in this article, he will owe a fine of € 10,000.
11. Right of retention
1. C2Connect has the right to suspend the return of documents that C2Connect holds for
the performance of the services to The Client if and during the period in which The Client
has not or not fully paid a due debt to C2Connect.
2. C2Connect is not liable for damage of any nature whatsoever resulting from the right of
retention it exercises.
12. Amendments to the general terms and conditions
In the case of continuing performance agreements that end over time, C2Connect reserves
the right to amend or supplement these general terms and conditions. Amendments also
apply to agreements already concluded, subject to a period of 30 days after announcement
of the change. Amendments of minor importance can be made at any time. If The Client
does not wish to accept an amendment in these general terms and conditions, he must
make this known in writing before the date on which the new general terms and conditions
come into effect.
13. Amendments to the agreement
1. Client can request C2Connect amendments to the agreement in writing. The request
must specifically describe the amendment(s).
2. C2Connect is not bound by the amendment until C2Connect has accepted the request in
writing.
3. If C2Connect has accepted the amendment to the agreement and the agreement is
dissolved in whole or in part as a result, C2Connect has the right to claim compensation for
the resulting damage of at least 50% of the amount due for the services not performed.
4. Any amendments in the performance of the agreement as a result of any circumstance
that makes a different performance necessary will be charged to The Client if these
amendments result in additional costs. C2Connect will inform The Client in advance as far as
possible about the associated additional costs.
14. Choice of court, Choice of law and transfer of rights
1. C2Connect is authorized to transfer its rights and obligations under this agreement to
third parties. The Client is only authorized to transfer their rights and obligations to a third
party with the written consent of C2Connect.
2. This and other agreement(s) concluded between the parties – is exclusively governed by
Dutch law. Should an obligation arise between the parties in the future, other than as a
result of an agreement, then that obligation shall also be governed by Dutch law.
3. In the event of a dispute arising from the agreement between the parties, the exclusive
and absolutely competent court is the court in the district where C2Connect has its
registered office. In the event that a dispute arises between the parties regarding non-
contractual obligations, exclusive and absolutely competent shall also be the court in the
district where C2Connect has its registered office.
