General terms and conditions
Sovix is registered with the Chamber of Commerce Netherlands under number 92219063.
Article 1: Definitions
The capitalised terms used in the context of these general terms and conditions shall have the following meanings:
- Sovix: Sovix B.V.;
- Client: the natural person or legal entity who has given Sovix the Assignment to perform Services;
- Assignment/Agreement: the agreement for the assignment given to Sovix. This may be either a written or an oral agreement, in which Sovix undertakes to perform certain Services for the Client;
- Services: all work and activities to be carried out and performed by Sovix for the purpose of the Assignment.
Article 2: General provisions
- Sovix offers online reputation management services.
- These general terms and conditions apply to all actions of Sovix, including but not limited to offers made by Sovix and agreements between Sovix and its clients.
- Sovix has the right to amend these general terms and conditions. Sovix will inform the Client in writing at least one month prior to the amendment.
- If and when it is determined that one or more provisions of these general terms and conditions are invalid, void, or legally annulled, the remaining provisions of these general terms and conditions shall remain in full force. It shall not affect the legal validity of the remaining provisions.
Article 3: Applicability of general terms and conditions
These general terms and conditions apply to all offers, quotations, agreements, by whatever name, whereby Sovix undertakes to perform Services for the Client.
Article 4: Prices and payments
- All prices quoted by Sovix are in euros and are excluding VAT, unless expressly stated otherwise. Payments within the Netherlands must be made including VAT and/or any other levies.
- The prices apply only to the goods, services, and works specifically mentioned in the Agreement. Any additional goods delivered, work performed, and/or services provided by Sovix will be invoiced separately at prices applicable on the day of delivery.
- The prices quoted by Sovix are based on the prevailing purchase prices, taxes, and similar factors at the time of quotation. If one or more of the aforementioned factors change after the conclusion of the agreement, Sovix is entitled to adjust the agreed price. Sovix has the right to apply an inflation adjustment once a year.
- These price adjustments apply to monthly fees and may involve both price increases and reductions. If the rates change after the conclusion of the Agreement but before the completion of the Assignment, Sovix has the right to adjust the agreed rate, unless expressly agreed otherwise.
- Price changes do not entitle either party to terminate the Agreement prematurely.
- All invoices shall be paid by the Client in accordance with the agreed payment conditions stated on the invoice. In the absence of such conditions, the Client shall pay within 30 days of the invoice date.
- If the Client fails to pay the due fees within the agreed period, the Client shall be in default by operation of law and, notwithstanding its other obligations, shall owe the statutory interest on the outstanding amount.
- The Client shall have no rights – and is not entitled – to fail to meet or suspend its payment obligations. Likewise, this is not applicable in case of a claim against Sovix.
- Payment is not dependent on the results of the Services, unless expressly agreed otherwise in writing.
- In the event that the Client does not (timely and/or fully) fulfil its payment obligation, Sovix reserves the right to suspend or undo the Services.
- Cost of collection, both judicial and extrajudicial, shall be borne by the Client, with a minimum of EUR 250.
- Payments made by the Client shall always be deemed to serve firstly for the settlement of all due interest and costs and, secondly, for the settlement of the outstanding invoices that have been outstanding for the longest period.
Article 5: Termination and cancellation
- Sovix may, without being liable for any compensation in this regard, terminate its Agreement with the Client in whole or in part in writing with immediate effect and without judicial intervention if:
- The Client applies for a moratorium on payments or is declared bankrupt or offers an extrajudicial settlement, or an attachment is levied on any part of its assets;
- The Client is placed under guardianship or curatorship;
- The Client is subject to the legal debt rescheduling arrangement;
- The Client ceases its activities, no longer pursues its statutory purpose, decides to liquidate, loses its legal personality, or transfers its business;
- The Client fails to comply with one or more obligations arising from the relevant Agreement, not in a timely or proper manner.
- The Client harms the good name and reputation of Sovix, jeopardises Sovix’s intellectual property or other rights or properties, or causes damage to Sovix.
- Upon termination by Sovix, existing claims shall become immediately due and payable at the Client.
- If the Client fails to comply with the provisions of the Agreement and/or these general terms and conditions, Sovix has the right to suspend, discontinue, or undo the Assignment. Sovix also retains the right to charge the contractual value.
- The notice period for the termination of the Agreement shall be two calendar months before the agreed duration. Termination shall be in writing. If the Agreement is not terminated, it will be extended with the same duration as the initial Agreement period.
Article 6: Force majeure
- If, as a result of force majeure, which shall be understood to mean a circumstance that prevents the performance(s) of the Agreement and cannot be attributed to Sovix, Sovix is unable to fulfil its obligations without default, Sovix shall have the right to terminate the Agreement in whole or in part, or to temporarily suspend the execution of the Agreement, without being liable for any compensation.
- Force majeure includes, but is not limited to, strikes and illnesses of personnel, business disruptions, measures taken by the authorities, and transportation disruptions, whether they occur at Sovix or its suppliers.
- If Sovix has partly fulfilled its obligations prior to the occurrence of force majeure, or if it can only partly fulfil its obligations as a result of force majeure, it shall be entitled to separately invoice the part of the services already delivered or deliverable. The Client shall be obligated to pay this invoice as if it were a separate agreement.
Article 7: Liability
- Outside the cases mentioned in this article, Sovix accepts no liability for damages.
- Sovix’s liability for indirect damages, including consequential damages, loss of profit, missed savings, and damages resulting from business stagnation, is always excluded.
- Sovix only accepts liability for direct damages suffered by the Client, which are the result of an attributable failure to perform its obligations under the Agreement or due to an unlawful act, up to an amount equal to the amounts invoiced or to be invoiced to the Client based on the Agreement, excluding VAT and other government levies, up to a maximum of 10,000 EUR.
- If, for any reason, the liability insurer does not make any payments, Sovix’s liability is limited to the amount charged for the execution of the Assignment. In no event shall the total compensation for the damage exceed 10,000 EUR.
- Sovix’s liability for an attributable failure to perform the Agreement arises only if the Client promptly and properly notifies Sovix of the default in writing, specifying a reasonable period for rectification of the default, and Sovix remains in default of its obligations even after that period. The notice of default must include a detailed description of the default.
- Sovix is not liable if a failure to perform is the result of force majeure.
- Any liability of Sovix expires after 6 months from the moment the damage occurs, provided that any liability of Sovix also expires after 6 months from the end of the Agreement most closely related to the damage.
Article 8: Indemnification
- Sovix is indemnified by the Client against any and all potential claims from third parties that arise due to the Client’s failure to fulfil the obligations mandated by an agreement and these general terms and conditions.
- The Client indemnifies Sovix with regard to claims by third parties related to damage arising in connection with the execution of the Assignment.
Article 9: Services
- The services will commence once the Assignment has been agreed upon.
- Sovix reserves the right to engage third parties in the execution of the Assignment.
- Sovix is subject to a duty of best efforts exclusively towards the Client and shall not be bound by any obligation to achieve specific results.
- The duration of the services (monthly periods) is based on expectations. The Client cannot derive any rights from Sovix regarding this expected duration.
Article 10: Copyright
- The copyright to all content, documents, advertising campaigns, websites, and other products/services created by Sovix remains exclusively with Sovix unless otherwise agreed upon in writing.
Article 11: Intellectual Property
- The execution of the Assignment by Sovix does not entail the transfer of intellectual property rights belonging to Sovix. All intellectual property rights arising during or resulting from the execution of the Assignment belong to Sovix. Without express written permission from Sovix, it is not permitted to reuse text, photographic material, or other materials.
- The Client is expressly prohibited from reproducing, disclosing, or exploiting the products on which Sovix’s intellectual property rights rest, as well as products on which intellectual property rights rest, with respect to the use of which Sovix has acquired usage rights. This includes, but is not limited to, computer programs, system designs, methods, advice, (model) contracts, reports, and templates.
Article 12: Confidentiality
- Parties are obligated to maintain the confidentiality of all information they receive from each other in the context of the Agreement and the Assignment, unless they are legally obliged to provide information to third parties.
Article 13: Privacy and Data Protection
- Sovix complies with the legal regulations for processing information, including personal data.
Article 14: Disputes and Applicable Law
- All disputes that cannot be settled amicably between the parties will be settled by the competent court in Amsterdam.
- Agreements between Sovix and the Client are governed by Dutch law.