General Terms and Conditions
Social Blue B.V.
Article 1 - DEFINITIONS
In these General Terms and Conditions, the terms below shall be defined as follows:
General Terms and Conditions: These general terms and conditions, regardless of the form in which these
are made known.
Company Page: the Contracting Party’s Facebook, Instagram or other social media page. Contracting Party: The contracting party with whom Social Blue has concluded a Contract.
Content: text, images or video or other materials to be supplied by the Contracting Party within the scope of the Contract. Service: all the work and activities to be carried out by Social Blue that are designed to gather Leads and
Lead Data via Facebook, Instagram or other social media and/or to promote the Contracting Party’s
company and its Company Page or Website.
Social Blue: Social Blue B.V, with its registered office at Nieuwe Steen 27, 1625 HV in Hoorn, (Netherlands),
registered with the Chamber of Commerce under number 59384360.
Advertisement: text, image or video materials, games, buttons, banners or other materials used in the
promotion of the Contracting Party’s company and/or its products and services (including a hyperlink to
the Website or Response Page, if applicable).
Response Page: a webpage concerning the Contracting Party and/or its products and services, where
potential Leads are linked to via the Advertisement.
Intellectual property rights: All rights concerning intellectual property and thus related rights such as
copyrights, trademark rights, patents, model rights, trade name rights, database rights and similar rights, as
well as rights to know-how and performance on a par with such rights.
Lead: a person who has landed on the Response Page, the Website or the Company Page via the
Advertisement and has filled in his or her information there as a result.
Lead Data: the information filled in on the Response Page, Website or Company Page by a Lead, including
yet not limited to email addresses and/or name, address and telephone number details.
Contract: The contract between the Contracting Party and Social Blue on the grounds of which Social Blue
provides a Service to the Contracting Party (including the General Terms and Conditions).
Website: the agreed website(s) of the Contracting Party.
Article 2 - General provisions
2.1 These General Terms and Conditions apply to all offers, Contracts and other (legal) acts or actions
between the Contracting Party and Social Blue relating to the supply of Services, regardless of whether
or not these have been carried out verbally, in writing, electronically or any other form.
2.2 If these General Terms and Conditions have been applicable to a legal relationship between Social Blue
and the Contracting Party at any time, the Contracting Party will be considered to have agreed in
advance to the applicability of the General Terms and Conditions to any Contracts concluded
subsequently and in the future.
2.3 Social Blue explicitly rejects the applicability of any general terms and conditions (of purchase) of the
Contracting Party.
Article 3 - Formation of the Contract
3.1 All offers and quotes from Social Blue are free from obligation, unless otherwise explicitly stated in
writing.
3.2 All orders placed by the Contracting Party are binding and may not be revoked by the Contracting
Party. A Contract is formed when Social Blue accepts an order from the Contracting Party in writing,
or, depending on whichever comes first, Social Blue executes the order. Social Blue is entitled at all
times to refuse an order, for example if this is unlawful or improper.
Article 4 - Performance of services
4.1 For the duration of the Contract, Social Blue will endeavour to provide the Service within the agreed
period and in accordance with the agreed specifications. All indicated periods serve solely as a guideline
and will never be final deadlines unless explicitly agreed otherwise in writing.
4.2 If agreed in writing, Social Blue will provide the Contracting Party with an access code and password
and any other necessary information which will grant access to the Contracting Party to the (results of
the) Service. The Contracting Party is not authorised to enable third parties to use the access code and
password and fully indemnifies Social Blue from any and all damage or other claims against it by third
parties, arising in any way through the use of the Service facilitated by the access code and password.
4.3 Social Blue offers the Service, including the Lead Data and other results of the Service, on an ‘as-is’ basis,
excluding any explicit or tacit guarantees, promises or indemnification regardless of their nature,
including (yet not limited to) the exclusion of guarantees relating to satisfactory quality or suitability
for a specific purpose. Social Blue specifically does not guarantee that the agreed number of Leads can
actually be procured or that the Lead Data generated within the scope of the Service will be accurate
and complete, free from error and suitable for the purpose for which the Contracting Party aims to use
the Lead Data, including when Social Blue is aware of this purpose.
4.4 Social Blue is entitled to (temporarily) close down the Service or limit it, for example for maintenance
or modification of elements or facilities of the Service, without this leading to the creation of any rights
on the part of the Contracting Party to demand compensation for damages from Social Blue.
Article 5 - Development and publication of Advertisement and Response Page
5.1 If agreed between the parties, Social Blue will develop an Advertisement and/or Response Page within
the scope of the Service. The Contracting Party must always deliver the necessary Content for this
purpose in a timely manner. Prior to publication, Social Blue will submit the Advertisement and/or
Response Page to the Contracting Party for approval, sending this by email. The Contracting Party will
notify Social Blue as soon as possible, and no later than one week after receiving the request for
approval, whether or not it grants its approval. If desired, Social Blue will modify the Advertisement
and/or Response Page one time. The Advertisement and/or Response Page will be considered to be
approved if (i) Social Blue has not received a request for modification after the end of the one-week
period mentioned above or (ii) if Social Blue has modified the Advertisement and/or Response Page at
the Contracting Party’s request and has sent it to the Contracting Party. After approval, Social Blue will
proceed with publication/distribution of the Advertisement and/or Response Page in the agreed media.
5.2 Prior to the distribution of the Advertisement, the parties will determine the characteristics of potential
Leads in consultation with one another. Social Blue will then expend its best efforts to distribute the
Advertisement among the relevant group of potential Leads, for example, via Facebook, other social
media, among clients of the Contracting Party, or among parties linked to the Company Page.
Article 6 - Processing of Lead Data
6.1 If the Service consists of gathering Lead Data on the Contracting Party’s behalf via the Response Page,
Social Blue will act as the processor of this data as stipulated in the Personal Data Protection Act of the
Netherlands (‘Wbp’). In regard to this Lead Data, the Contracting Party has the responsibilities defined
in the Wbp. Social Blue will process the Lead Data solely for the purpose of providing the Service and
the fulfilment of its obligations under the Contract.
6.2 Social Blue will make the Lead Data available to the Contracting Party in the agreed manner. The
Contracting Party is aware of this procedure and agrees that this Lead Data consists of information that
has been filled in by the Leads themselves, and that in this regard, Social Blue cannot guarantee the
quality, accuracy, topicality and lawfulness of the Lead Data. The Contracting Party is entitled to refuse
Lead Data on the grounds of agreed criteria only if this has been explicitly agreed to in writing. The
Contracting Party must always notify Social Blue in writing or by email within five working days of
receiving the file with the Lead Data, which Lead Data it is refusing and in providing clear substantiation
for this refusal. Social Blue will then notify the Contracting Party whether or not it approves this refusal,
and the consequences this will have for invoicing.
6.3 The Contracting Party guarantees that it will not use the Lead Data in such a way that this would result
in a violation of the applicable legislation and regulations (also including the Wbp and legislation and
regulations on email marketing and telemarketing), nor in any other way that would harm Social Blue’s
reputation. The Contracting Party also warrants that it will delete the data specified by Social Blue
(including yet not limited to data for persons who have submitted a complaint to Social Blue)
immediately from the Lead Data it is using and will cease all further use of this information and continue
to refrain from using it.
6.4 Social Blue will implement suitable technical and organisational measures to secure the Lead Data from
loss or any form of unlawful processing. In taking into account the current state of technology and the
costs of implementation, these measures guarantee an appropriate security level in view of the risks
that the processing and the nature of the data to be protected imply. The measures are also intended
to prevent the unnecessary gathering and further processing of personal data.
6.5 Social Blue is entitled to engage one or more sub-processors in processing the Lead Data.
Article 7 - Content management and webcare
7.1 The Service consists of providing content management and webcare services relating to the Company
Page only if this has been agreed in writing. Social Blue will notify the Contracting Party in advance of
its action plan regarding the content management, and it will regularly provide the Contracting Party
with updates on the progress of this management. Social Blue will always expend its best efforts to
publish the agreed number of messages each week.
7.2 Within the context of the webcare service, Social Blue will respond to questions on the Contracting
Party’s behalf which are asked via the Company Page or the Response Page. The Contracting Party will
provide a list of questions and possible answers in advance. If a question does not appear on the list,
Social Blue will confer with the Contracting Party in this regard.
Article 8 - Cooperation from the Contracting Party
8.1 The Contracting Party will always grant its full cooperation with the execution of the Contract. The
Contracting Party will, amongst other things, supply the information, data and materials necessary to
providing the Service and do so in a timely manner. This includes yet is not limited to all Content, all
necessary customer information, account information (for example, account information for the
Company Page) and information for content management and webcare. Social Blue will not supply the
Service without this information and cooperation.
8.2 The Contracting Party warrants that Social Blue’s use of the Content, customer information, account
information and other information and materials provided by the Contracting Party is not in violation
of the valid legislation and regulations in the Netherlands, does not infringe any third-party (intellectual
property) rights, and is not unlawful in any other way. The Contracting Party fully indemnifies Social
Blue from any claims and demands for compensation for damages from third parties in this regard, and
also safeguards Social Blue from all the costs incurred in association with these claims and demands.
Article 9 - Cookies, pixels and similar technologies
9.1 To provide the Service, Social Blue uses conversion pixels/cookies. These pixels are only used to
measure the conversion rate, or the number of Leads that are generated by the Advertisement. The
Contracting Party guarantees that it will not introduce any changes to the pixel settings and will not
delete these. In calculating the number of Leads or the Lead Data, Social Blue’s records will always take
precedence.
9.2 The Contracting Party is aware of and in agreement with the fact that Facebook or Instagram or other
social media may link so-called tracking cookies to the Advertisement. These cookies make it possible
to track visitors’ search and surfing behaviour. The Contracting Party is responsible for complying with
all statutory obligations in respect of the use of these types of cookies on its Website.
Article 10 - Compensation and payments
10.1 The Contracting Party will owe Social Blue the compensation agreed in the Contract. The compensation
may consist of single amounts owed, or amounts owed per month or other period, and amounts that
are dependent on the quantity of the Lead Data supplied or number of hours worked. Unless otherwise
specified, the compensation is exclusive of VAT (BTW) and other levies.
10.2 Social Blue will always charge the amounts owed by the Contracting Party in the form of an invoice.
The invoice amounts will be determined based on the data from Social Blue’s records. Unless explicitly
agreed otherwise in writing, payment must be made within 14 (fourteen) days of the invoice date. Any
appeal by the Contracting Party to suspension, set-off or deductions will be rejected.
10.3 If the Contracting Party fails to pay the invoice within the specified payment term, the Contracting
Party will be in default without notice of default being required. From the date of default, the
Contracting Party will owe the statutory commercial interest rate plus 3%, and all out-of-court costs
incurred by Social Blue in collecting the claim will be charged to the Contracting Party, unless explicitly
agreed otherwise in writing.
10.4 Social Blue is entitled to investigate the creditworthiness of the Contracting Party. If desired, at Social
Blue’s first request, the Contracting Party must furnish sufficient security for the fulfilment of present
and future obligations. Social Blue is also entitled to demand advance payment for compensation.
Article 11 - Intellectual Property Rights
11.1 The Intellectual Property Rights relating to all (results from) the Services, including the Advertisement,
the Response Page and the content supplied by Social Blue are vested in Social Blue or the third party
from whom Social Blue has acquired the rights to make available (the results of) these Services to the
Contracting Party.
11.2 The Intellectual Property Rights to the Content or other materials that the Contracting Party makes
available to Social Blue within the context of the Contract will remain vested in the Contracting Party
or the third party from whom the Contracting Party has acquired the right to make the Content
available to Social Blue. The Contracting Party grants Social Blue the rights to use this content and
materials for the purpose of fulfilling the Contract and warrants that these materials do not infringe
any rights belonging to third parties and that it is entitled to make these materials available to Social
Blue.
11.3 No single provision in the Contract or the General Terms and Conditions provides for the full or partial
transfer of the Intellectual Property Rights to the Contracting Party.
Article 12 - Confidentiality
12.1 The Parties undertake to observe secrecy in respect of all the information they receive from the other
party which they know or should understand is confidential in nature, unless a statutory duty requires
the disclosure of the information. The party receiving confidential information will only use this for the
purpose for which the information was supplied.
12.2 The Parties will also impose the obligation referred to in 12.1 on their employees as well as any third
parties they have contracted for the fulfilment of the Contract.
Article 13 - Liability
13.1
Social Blue is not liable for any damage suffered by the Contracting Party unless this damage was
caused by an attributable breach in the fulfilment of the Contract by Social Blue, in which case Social
Blue will only be liable for direct damage.
13.2 Direct damage will be defined exclusively as:
• the costs that the Contracting Party has reasonably incurred to rectify or terminate Social Blue’s
breach in order for Social Blue’s performance to satisfy the requirements of the Contract;
• reasonable costs for keeping the Contracting Party’s old system operational for a longer period
of time, less the savings generated;
reasonable costs to prevent or limit such damage and reasonable costs to determine the cause
and scope of the damage.
• 13.3 The total amount of Social Blue’s liability will never exceed the total compensation stipulated for the
relevant Service. If a Contract with a term of more than one year applies, the stipulated compensation
will be set at the total amount of the compensation stipulated for the current year, as of the time the
breach occurs. Under no circumstances will the total compensation exceed €2000 (two thousand
Euros) per event, whereby a series of events will be considered to be a single event.
13.4 Every liability on the part of Social Blue for indirect damage, including yet not limited to consequential
damage, lost profits, loss of turnover, damage resulting from fines, claims or other sanctions from, for
example, Facebook, regulatory bodies or Leads is excluded in its entirety.
13.5 Without prejudice to any other rights to which Social Blue is entitled, the Contracting Party indemnifies
Social Blue in full from any damage and costs (regardless of their nature) arising from claims, demands
or measures on the part of third parties (such as Facebook, Leads or regulatory bodies) concerning
actions or omissions on the part of the Contracting Party that are in violation of the Contract (including
these General Terms and Conditions) and/or relevant legislation and regulations.
Article 14 - Duration of the Contract and suspension
14.1 The Contracts are concluded for the initial period as set out in the Contract, after which the
Contract will be renewed automatically for an indefinite period unless one of the parties terminates
the Contract in writing prior to the lapse of the initial term. The Parties are then entitled at all times
to terminate the Contract in writing, in observation of a notice period of one calendar month.
14.2 Social Blue is entitled to suspend all or part of the fulfilment of the Contract if the Contracting Party
fails to fulfil its obligations under the Contract, or if Social Blue has a reasonable cause for concern
that the Contracting Party will not be able to fulfil its payment or other obligations, without
prejudice to any other right to which Social Blue is entitled, including the right to charge the
Contracting Party compensation for losses due to the delays. Should the Contracting Party
subsequently fulfil the Contract, compensate for any losses due to delays, and/or if it furnishes
sufficient security for the satisfaction of its obligations, Social Blue will terminate the suspension.
14.3 Notwithstanding all other rights, the Parties are entitled to terminate with immediate effect all or
part of the Contract without judicial intervention being required and without being required to
provide notice of default if the other party:
-­ Has petitioned for a suspension of payments or this has been granted;
-­ Has been declared bankrupt or a petition for bankruptcy has been filed.
14.4 Cancellation, suspension or termination of the Contract will never release the Contracting Party from
any payment obligation for the Services already provided by Social Blue. Amounts that Social Blue
has invoiced prior to the termination in connection with that which it has already carried out or
delivered in fulfilment of the Contract will be immediately payable at the time of termination.
14.5 The provisions that are, by their nature, designed to extend beyond the termination of the Contract
in terms of their applicability will also remain in full force after this termination.
Article 15 - Final provisions
15.1
Social Blue is entitled to contract the services of third parties for the performance of the Service.
Social Blue is also entitled to transfer its rights and obligations arising from the Contract to a third
party within the context of a transfer of its business.
15.2 Social Blue is entitled at all times to amend the General Terms and Conditions. The Contracting Party
will be notified of any amendments via Social Blue’s website or in another manner. If the Contracting
Party does not wish to accept the amendment, the Contracting Party is entitled to terminate the
Contract in writing within 14 (fourteen) days of the announcement of the amendment, with effect on
the date the amendment takes effect.
15.3 The Contract is governed by the laws of the Netherlands.
15.4 Any disputes arising from the Contract will be submitted to the competent court in Alkmaar for
adjudication.
These General Terms and Conditions have been filed with the Chamber of Commerce of NoordwestHolland in Alkmaar on April 1, 2016.