Definitions The terms used in these general terms and conditions are defined as follows. a. Terms and conditions: the general conditions of sales.
These terms and conditions are applicable to all offers, activities and contracts between clients, their legal successor(s), Roamler and the Roamlers performing the task. Departures from these general terms and conditions are valid, exclusively when expressly agreed upon in writing. Roamler reserves the right to unilaterally change these terms and conditions. Changes enter into force 30 days within their announcement to the counterparty but not before their deposit at the chamber of commerce.
If one or more of the provisions of these general terms and conditions or of the accompanying contract are annulled or set aside, the remaining provisions of these general terms and conditions and the contract shall remain applicable in full.
The user and the client will in that case enter into consultation with a view of making the agreement on the substitution of the invalid provisions with new ones that approach as closely as possible the purpose and the tenor of the original provisions.
The applicability of the terms and conditions of the client will explicitly be rejected.
Quotations drawn up by Roamler are non-committal, unless expressly agreed upon. All of the quotations by Roamler are valid during a period of 14 days, unless explicitly stated otherwise. Roamler is only committed to the offer when the counterparty has accepted and confirmed the offer within 14 days. In the absence of statement to the contrary, the prices stated in the aforementioned offers and quotations are exclusive of VAT and other governmental levies.
Contracts are concluded in writing, and an authorized contact person of each party must sign the contract.
Unless the counterparty raises objections against the content of the contract within 14 days after the contract was received and confirmed, the written recording of the contract by Roamler is determinative. In the case that there is no written confirmation of the contract, the content of the agreement will be decided by a written and signed agreement to Roamler, unless Roamler has made a written objection against the content of this agreement to the counterparty, within 14 days of receiving it.
If the counterparty has initiated (premature) termination, Roamler shall be entitled to full compensation for the agreed budget, as well as the reimbursement of any additional costs already incurred by the Contractor. In addition, if Roamler so desires, the material investments made by Roamler for the execution of the contract will be compensated by the counterparty, based on Roamler’s calculated fees. Roamler has full rights to compensation due to loss of profit, as well as other costs, damages or interests due to the termination of the contract. Counterparty is also able to allocate the remaining balance of the agreed budget to another project for Roamler, as long as this budget is allocated in the same calendar year.
In the case of circumstances known to Roamler, that give just cause to fear that the counterparty will be unable to meet their contract obligations, Roamler is authorized to terminate the contract with the counterparty before the progressions from the contract are collectable.
a* In the case of the shutdown of business activities, a liquidation or application for an official moratorium of payment or the bankruptcy of one of the parties.
Roamler cannot under any circumstance be held liable for any of the counterparty’s or third-parties’ damages or losses of any kind, associated with or proceeding from the failure to meet the disclosure obligation, unless those losses have been caused by intentional act or omission or causes on par with gross negligence on the part of Roamler or unless parties have agreed upon differently. Roamler cannot be held liable for any losses of the counterparty or third-parties that is directly or indirectly due to the faulty providing of information by the client. The commission of Roamlers is a form of crowd sourcing that entails risks, despite Roamler’s efforts to correctly and carefully have Roamlers execute their tasks and Roamler’s efforts to verify and monitor the sent in tasks as well as the efforts to verify these tasks on accuracy and propriety. Roamler cannot be held liable for the actions of Roamlers of any nature or scope. In the event that Roamlers do not meet the demands of the client in any way, Roamler cannot be held responsible. This entails Roamler tasks that are not completed in time, in full, correctly or not in the requested amount. Roamlers are (private) individuals who execute tasks for the client, damages or losses proceeding from the actions of Roamlers of any scope or nature, cannot be recovered from Roamler. The client accepts all risks that result from this form of crowd sourcing and will not recover these from Roamler. In the event that the counterparty is in the opinion that Roamler acts intentionally or is in omission or due to causes on par with gross negligence, the counterparty must address this timely in written form by registered mail before any actions are taken. When the counterparty wishes to terminate the contract prematurely article 11c is in effect.
In addition to the determined in article 11 and 17 of these terms and conditions, the following applies: all circumstances, that are beyond the control of Roamler and for which Roamler cannot be held accountable by virtue of the law, a juristic act or generally accepted views, do not give the counterparty the right to terminate the contract or any restitution. Situations as described in the previous paragraph in any case: business malfunction, strike, actions of trade unions, absenteeism of Roamler personnel, malfunction in or restrictions of energy or material supplies, obstruction of transport, fire, explosion, assault/molest, vandalism, mobilisation, riots, war, export restrictions, frost, storm or unworkable weather, floods, every hindrance of third-parties, whether or not included in the execution of the contract by Roamler, shortcomings of aiding parties, the destruction in full or in part of goods necessary for the execution of the contract and other accidents, as well as government measures that obstruct the execution of the contract either in full or in part.
All rights including copyrights and database rights, with regard to the information retrieved by Roamlers, verified and processed by Roamler and stored in the Roamler database, that have been provided for the counterparty with respect to media and advertising expenses and in view of the arrangement and mode of presentation of these details and including in this connection in any event, computer programs, system designs and software developed by Roamler are in possession of Roamler. Without the explicit permission of Roamler, use of these details, systems and software is not allowed unless otherwise specified and agreed upon in the contract.
The court of Amsterdam has exclusive competent jurisdiction.
All legal relationships between the user and the client to which these general conditions apply shall be governed by the laws of the Netherlands.