Algemene voorwaarden

Please read these Terms and Conditions (the “Terms and Conditions”) carefully as they apply to your use of or purchase of products and/or services offered by Groei Online.

1. Definitions
1.1 “Agreement” means any Agreement, including attachments and amendments (if any),
as well as any offers, quotations, purchase orders, insertion orders or working arrangements relating to the use, supply, order, delivery or payment of products and/or services between Groei Online and the Customer.
1.2. “Client” means the natural or legal person who enters into a Contract with Groei Online.
1. 3 “Groei Online” means Groei Online under Dutch law, with its registered office in The Hague, Binnentuinen 34
(2551 VD).

2. General
2.1. The General Terms and Conditions apply to all offers, quotations and agreements of Groei Online, and all provisions of services and/or products of and/or by Groei Online.
2.2. The General Terms and Conditions also apply to all Contracts with Groei Online for which Groei Online needs to engage third parties. The General Terms and Conditions shall be prepared by the employees and the board of Board of Directors of Groei Online.
2.3. The applicability of general, purchase, delivery and/or other terms and conditions of the Client and/or any third party is expressly rejected.
2.4. In the event that one or more provisions of the Agreement and/or the General Terms and Conditions at any time appear to be wholly or partially void or voidable at any time, the parties shall remain bound by the other provisions of the aforementioned Agreement and/or General Terms and Conditions. In that case, Groei Online and the Customer will consult to agree on new provisions to replace the null and void or annulled provisions that are as close as possible to the purpose and objective of the original provisions.
2.5. If there is any uncertainty about the interpretation of one or more provisions of the Agreement and/or the General Terms and Conditions, this provision or these provisions will have to be interpreted ‘in the spirit’ of this provision or these provisions must be interpreted.
2.6. If a situation arises between the parties that has not been provided for in the Agreement and/or the General Conditions, then this situation should be interpreted in the spirit of the Agreement and the General Conditions. General Terms and Conditions.
2.7. If Groei Online requires strict compliance with the General Terms and Conditions at all times, this does not mean that the provisions thereof shall not apply or that Groei Online shall to any extent lose its right to require strict compliance of the provisions of the General Terms and Conditions in all other cases.

3. Offers, quotations and orders
3.1. All offers and/or quotations of Groei Online are subject to the signing of an Agreement and are therefore not binding on Groei Online. They constitute an invitation to the Client to enter into negotiations, unless Groei Online expressly states otherwise in writing. If no deadline for acceptance has been set, no rights may be derived in any way from the offer or quotation derived in any way from the offer or quotation.
3.2. Groei Online is not obliged to abide by an offer and/or quotation if the other party
can reasonably understand that such an offer or quotation, or part thereof, contains an obvious mistake or mistake or writing error.
3.3. Orders from Groei Online are considered accepted only if the acceptance is made in writing by Groei Online in writing. If the acceptance differs from the order, the Agreement will take effect in accordance with the different acceptance, unless the Client indicates otherwise.
3.4. Offers and/or quotations do not automatically apply to future orders.
3.5. Groei Online is entitled to refuse orders without giving any reason.

4. Delivery Terms
4.1. All terms (of delivery) specified by or agreed upon with Groei Online agreed upon are merely guidelines and never set deadlines, non-compliance with which is standard for Groei Online.
4.2. If it is likely that a deadline will not be met, Groei Online and the Client will consult as soon as possible consultation as soon as possible.
4.3. In the event that Groei Online fails to meet a deadline, the Client shall give Groei Online written notice of default. Groei Online shall be given a reasonable period of time to perform the Agreement at a later date. During this reasonable period, the Client may not claim compensation for any loss suffered and the Client shall not have the right to terminate the Agreement without full compensation to Groei Online.
4.4. If Groei Online depends on information and/or data from the Client in the performance of a Agreement, the period (of delivery) shall be extended by a period equal to the period during which the Client failed to provide such information and/or data has not provided, increased by two months.
4.5. If delivery takes place at the Customer’s premises, the Customer is obliged to accept delivery of the products at the time they are made available to him. If the Customer refuses
accept the delivery or is negligent in providing the information or instructions necessary
for the delivery, Seo Pakete is entitled to store the products at the expense and risk of the Client.
4.6. Groei Online is entitled to have certain activities performed by third parties. If any activities in the framework of the Agreement are performed by Groei Online or by a third party engaged by Groei Online is engaged at the Client’s premises or at a location designated by the Client, the Client shall provide all facilities reasonably required by such parties.
4.7. Groei Online is entitled to execute the Agreement in several phases and to invoice the entire Agreement in advance, unless expressly agreed otherwise and confirmed in writing by Groei Online.
4.8. If, in Groei Online´s opinion, the Client is in default of its obligations, the Client shall be liable for all losses or damages (including costs) that Groei Online has incurred and/or will incur directly or indirectly incur.

5. Prices
5.1. All prices offered by, agreed with or otherwise indicated by Groei Online are exclusive of VAT and any other government levies and/or taxes, all costs incurred in connection with the Contract, including travel and accommodation, shipping and administration costs.
5.2. Groei Online may periodically change its prices unilaterally to take into account inflationary, general economic, political or organisational developments. Such developments will also entitle Groei Online to change its prices of a Contract in force.
5.3. All prices are subject to programming and typesetting errors. No liability is accepted for the consequences of such errors.

6. Payment
6.1. Groei Online may ask the Client for an advance payment and shall be entitled to postpone or interrupt the performance of the Agreement to be postponed or interrupted until the amount paid in advance has been paid, without notice of default or judicial intervention and without entitlement to any compensation on the part of the Customer.
6.2. Payments shall be made by the Customer in accordance with the terms of payment that have been agreed or stated in the Agreement. In the absence of a specific arrangement regarding payment terms, payment shall be made by means of a bank transfer. There shall be a payment term of seven (7) days from the invoice date, unless explicitly agreed otherwise and confirmed in writing by Groei Online.
6.3. Unless otherwise agreed, all prices are in Euros and the Customer must make all payments in Euros euro.
6.4. Payment must be made to a bank account to be determined by Groei Online on the relevant invoice and all associated (bank or currency conversion) payment costs will be borne fully and independently by the Client.
6.5. Disputed invoices must be notified in writing as soon as reasonably possible, but no later than seven (7) calendar days after the relevant invoice date in writing, clearly stating the disputed portion of an invoice and the reasons why it is disputed. Seven (7) calendar days after the relevant invoice date, invoices are considered correct and do not form the basis for complaints. A timely objection by the Customer shall not relieve the Customer of its obligation to pay the invoice in full and on time.
6.6. If the Customer has not fully complied with its payment obligations within the payment period, due to a failed payment or otherwise, the Client is in default by operation of law and Groei Online has the right to terminate its services to the Client and/or to terminate the Agreement with the Client. The latter, however, will only be effected after payment has been demanded from the Client and the Client has not fulfilled its payment obligation in full
fulfilled for a period of seven (7) days after the demand for payment.
6.7. If, after the expiry of the seven (7) day payment term, the Customer has still not fully met
payment obligation, the Customer shall owe the statutory commercial interest on the outstanding amount, without outstanding amount, without prior notice of default being required.
6.8. If Groei Online provides the Client with a service requiring multiple payments during the term of the Agreement, in the event that any of such payments are not made, all remaining payments shall be immediately due in full until the expiration date of the Agreement.
6.9. Notwithstanding any other instructions given by the Customer, any payment made by the Customer will primarily serve to pay any out-of-court collection costs and/or any court costs owed by the Customer to Seo Pakete owed and shall thereafter pay the interest owed by the Client to Groei Online and only then to settle the oldest outstanding claim(s).

7. Services
7.1. Groei Online will make every effort to be of service to the Client. Technically speaking, it is impossible for Groei Online impossible to offer a completely (100%) faultless service, because Groei Online is also dependent on third parties in the context of the services in question.
7.2. Groei Online may change the product and/or service from time to time. If this change would lead to a(temporary) reduction and/or outage of the availability of the products and/or services, Groei Online will inform the Client about this immediately in advance.
7.3. In order to resolve any problems during our service, the Client may by telephone, via the website or e-mail contact the Groei Online. Our contact details can be found in the Agreement.

8. Processing of personal data
8.1. While using Groei Online´s product and/or services, users may share personal
data. Groei Online, as controller, is responsible for this personal data as
defined in the General Data Protection Regulation (AVG) and the Customer, as processor, agrees to comply with all obligations under the AVG. In certain cases, Groei Online and the Client act jointly as the controller.
8.2. The Client will not disclose personal data to third parties, except parties who have been previously authorised in writing by Groei Online.
8.3. The Client shall process the personal data solely for the purpose of delivering the products and/or services of Groei Online and will not be able to use the personal data for any purpose other than the specific purpose for which the user has given his/her consent
8.4. The Client shall indemnify Groei Online against all damages and costs incurred as a result of and/or related to claims by users with respect to any use in violation of the General Terms and Conditions and/or the Agreement.

9. Liability
9.1. Groei Online excludes all liability, to the extent that it is not liable and obliged to compensate the damage in question under mandatory law.
9.2. Groei Online excludes all liability for indirect and consequential damages, including but not limited to loss of profit, lost savings, reduced goodwill, loss due to business interruption, loss due to claims by Customer’s Customers, loss or damage in connection with the goods, materials or software of third parties that the Customer so requires to use.
9.3. Groei Online shall not be held liable for any wrongful acts, careless
conduct, negligence and recklessness of employees or contractors of Groei Online.
9.4. Notwithstanding the other provisions of this Article, unless performance by Groei Online is permanently impossible is permanently impossible, Groei Online will only be liable for attributable failure to perform a Agreement only if the Client has immediately given Groei Online notice of default in writing stating a reasonable period for remedying the non-performance, and Groei Online continues to fail to perform its obligations even after the expiry of the term. The notice of default includes as complete and detailed description of the shortcoming as possible, so that Groei Online is able to respond adequately.
9.5. A condition for any right to claim damages is always that the Client reports the damage in writing to Groei Online as soon as possible after its creation in writing to Groei Online. Any claim against Groei Online shall lapse by the mere lapse of twelve (12) months from the commencement of the claim.
9.6. Exclusions and limitations referred to in this clause shall become invalid if and to the extent that the damage is the result of intentional or reckless conduct by Groei Online or its directors.

10. Indemnification
10.1. The Client indemnifies Groei Online against all claims by third parties who suffer a loss in connection with the execution of the Agreement.
10.2. If Groei Online shall be held liable by a third party for this reason, the Client is obliged to assist Groei Online legally and otherwise and to take all actions that are expected. If the Client fails to take adequate measures, Groei Online has the right to measure itself without notice of default. All costs and losses thus incurred by Groei Online and the third party and losses thus incurred are entirely at the Client’s expense and risk.

11. Force majeure
11.1. If Groei Online is unable to perform its obligations to the Client as a result of circumstances beyond its power, the obligations will be suspended for the duration of the force majeure.
11.2. Force majeure of Groei Online is defined as any circumstance independent of the will of Groei Online, which wholly or partly prevents the fulfilment of its obligations towards the Client or which makes the obligation to perform such obligations unreasonably, regardless of whether that circumstance could have could have been expected. Force majeure shall mean, in any event, emergency situations (including extreme weather conditions, fire, lightning strikes and pandemics), restrictions and/or amended rules and
regulations by governments or government agencies, (industrial) strike, war, riots, power failure, unexpected failure of computer hardware and other facilities.
11.3. In case of force majeure, the Customer is not entitled to compensation.

12. Termination of the Agreement
12.1 Both the Client and Groei Online may terminate a Contract in writing subject to
a notice period of one (1) calendar month at the end of the contract period, unless expressly
agreed otherwise in writing.
12.2. Groei Online shall be entitled to terminate an Agreement prior to the term in such cases as specified in these General Terms and Conditions and, subject to fourteen (14) notice days, if the Client fails to comply with one or more provisions of an Agreement entered into with Groei Online and/or the applicable special provisions and/or the General Conditions.
12.3. If the Client terminates a Contract, Groei Online shall never be obliged to refund any amounts already paid refund of any amounts already paid.
12.4. If the Customer has been granted a suspension of payments or a petition for suspension of payments has been filed, a bankruptcy has taken place or a bankruptcy petition has been filed for the Customer, a creditor’s comment submitted to its creditors, has decided to be liquidated or in any other way to terminate its business operations or the Customer’s assets have been annexed as a result of which the Client is no longer able to meet its obligations under the Agreement perform, Groei Online shall have the right to terminate the Agreement with immediate effect, without prejudice to its right to payment for the services and/or products delivered, as well as compensation for any damages.
12.5. The Client may unilaterally terminate the Agreement before the expiration date and pay as a penalty the amount
12.5. The Customer may unilaterally terminate the Agreement before its expiry date and pay as a penalty the amount corresponding to the payments that would have been due until the expiration date of the Agreement.

13. Applicable law, competent court
13.1. All offers made by Groei Online and Agreements between Groei Online and its Clients are governed exclusively by Dutch law that applies to all offers of Groei Online and all agreements between Groei Online and its Clients.
14.2. The District Court of The Hague has exclusive jurisdiction to hear all disputes arising from or in related to offers, Agreements and deliveries of and/or by and/or to Groei Online.