Terms and conditions

1. Applicability

These terms apply to all offers, assignments and agreements between Solius Media B.V. ("Solius Media") and a client acting in the course of a profession or business. They do not apply to agreements with consumers.

The client's own general terms are expressly rejected. Departures from these terms apply only if Solius Media has accepted them in writing.

2. Offers and quotations

Offers and quotations are without obligation and valid for thirty days from their date unless stated otherwise. Prices are exclusive of VAT and based on the information provided by the client. If that information proves incorrect or incomplete, Solius Media may revise the quotation.

3. Formation of the agreement

The agreement is formed by written acceptance of an offer, or when Solius Media begins performance with the client's approval. Additions and changes (additional work) are recorded separately and charged at the rates then in force.

4. Performance

Solius Media performs the assignment to the best of its insight and ability and in accordance with the standards of good workmanship. Unless expressly agreed otherwise, the obligation is one of best efforts and not of result.

Stated timescales are indicative and are not strict deadlines. The client provides in good time all information, access and cooperation required for performance. Solius Media may engage third parties; responsibility for the end result remains with Solius Media.

5. Prices and payment

All prices are in euros and exclusive of VAT and levies. Invoices are payable within thirty days of the invoice date, without set-off or suspension.

If payment is not made on time the client is in default by operation of law and owes the statutory commercial interest under Article 6:119a of the Dutch Civil Code, plus reasonable collection costs. Solius Media may suspend work for as long as a due invoice remains unpaid.

6. Intellectual property

All intellectual property rights in works developed by Solius Media remain with Solius Media or its licensors. On full payment the client obtains a non-exclusive, non-transferable right of use for the agreed purpose.

Solius Media retains the right to use generic knowledge, methods and components developed during performance for other assignments as well.

7. Liability

Solius Media's liability for damage arising from or in connection with the agreement is limited to the amount invoiced for the assignment concerned in the three months preceding the event causing the damage, with a maximum of € 25,000 per event and per contract year.

Liability for indirect damage, including consequential loss, lost profit, lost savings, loss of data and business interruption, is excluded. These limitations do not apply in the event of intent or wilful recklessness on the part of Solius Media or its management.

A claim lapses if it is not reported to Solius Media in writing within twelve months after the client discovered or should have discovered the damage.

8. Force majeure

Force majeure includes any circumstance beyond the parties' control that temporarily or permanently prevents performance, including failures in networks and hosting infrastructure, cyberattacks, power outages, government measures and shortcomings of suppliers.

Obligations are suspended for the duration of the force majeure. If the situation lasts longer than sixty days, either party may rescind the agreement in writing for the part not yet performed, without any obligation to pay damages.

9. Confidentiality and data protection

The parties treat all information they receive from each other under the agreement that may reasonably be considered confidential as such, including after termination.

Where Solius Media processes personal data on the client's instructions, the parties conclude a data processing agreement. It is available on request via the contact address of Solius Media.

10. Term and termination

Agreements for a fixed term end when that term expires. Ongoing agreements may be terminated by either party in writing with one month's notice, unless agreed otherwise.

Either party may rescind the agreement with immediate effect if the other party is declared bankrupt, obtains a suspension of payments or ceases its business.

11. Governing law and competent court

The agreement and these terms are governed by Dutch law. The Vienna Sales Convention is excluded.

Disputes are submitted exclusively to the competent court of the District Court of Rotterdam, without prejudice to the right of Solius Media to bring a dispute before another competent court.