Terms and Conditions FastPay Solutions
Article 1. Objective & implementation of the outsourcing agreement
The purpose of the agreement is that the contractor will take over the entire work related to the digital marketing service for the client and will perform the work to be performed with regard to this service for the client.
The service referred to in paragraph 1 includes the following activities:
The adequate handling and handling of all advertising on various social media platforms for the benefit of the E-commerce business operations of the client.
The activities to be performed referred to in paragraph 2 relate exclusively to the online webshops (stores) about which the client and the contractor have made verbal agreements.
The Contractor is authorized to engage third parties (read: freelancers and freelancers) for the implementation of customer service. If the contractor engages a third party, it will exercise due care.
The Contractor has a best efforts obligation to provide the service outsourced to it with sufficient care, quality and continuity. However, there is expressly no warranty or result obligation for the contractor in this regard.
Article 2. Commencement agreement
The agreement between the contractor and the client is formally concluded at the moment that the client accepts the present agreement in writing by providing it with a digital signature and the contractor has subsequently received the signed agreement in good order.
The actual work to be performed by the contractor will commence no later than 3 (working) days after the agreement has been concluded, calculated from the day on which the contractor has received the signed agreement from the client in good order.
After acceptance, the agreement can only be changed on one or more aspects with mutual consent.
The contractor reserves the right to revoke the (signed) agreement within 10 working days after receipt of the acceptance without stating reasons.
The right of withdrawal of the client is excluded from the moment the execution of the agreement commences.
Article 3. Duration of outsourcing agreement & termination
The agreement is entered into for an indefinite period.
Both the contractor and the contractor have the right to terminate the agreement, provided that this is done in writing (permitted electronically) and with due observance of a (in principle) notice period of one full calendar month. A written notice of termination with due observance of the applicable contractual term of notice will terminate the agreement on the day on which notice of termination has been given.
Contrary to the previous paragraph, the parties can also agree on a different (shorter/longer) notice period by mutual consent.
The term as referred to in paragraph 2 can also be deviated from if this is expressly described in this agreement.
Article 4. Scope of outsourcing agreement
The minimum scope to which this agreement relates is 10 hours of outsourcing of advertising service by the client to the contractor per month.
The extent of the outsourcing is determined monthly by the contractor on the basis of the certified time-tracking tool Hubstaff, on the basis of which it is objectively determined how many hours that month have been spent on the performance of the work to be performed for the benefit of advertising service.
The contractor will inform the client in writing on a monthly basis of the total scope of the outsourcing. This is done by sending the client a printout of the time tracking tool, together with the invoice for that month.
Paragraph 1 applies in full when it appears in a specific month that the minimum amount of outsourcing of the advertising service has not actually been performed by the contractor due to the lack of sufficient activity with regard to the work to be performed for the client.
Article 5. Obligations of the client
The client will make every effort to inform the contractor transparently and at all times as soon as possible about changing circumstances and relevant developments regarding his/her business operations, which influence or could possibly influence the implementation of the customer service with regard to the present agreement.
The contractor is not obliged to check the correctness and/or completeness of the information provided by the client and is not liable for any damage resulting from the provision of incorrect and/or incomplete information.
If the contractor asks for additional information that is reasonably necessary for the performance of the work and the client does not provide this information (in a timely manner), the contractor has the right to suspend or terminate its services without being liable for this.
The client is at all times responsible for the storage of data, content and (personal) data, as well as for providing the correct security for its ICT environment.
Article 6. obligations of the contractor
The Contractor will make every effort to offer uninterrupted availability of customer service with the necessary care and expertise, but offers no guarantees in this regard.
The Contractor has the right to temporarily decommission its systems or parts thereof for the purpose of maintenance, adjustment or improvement thereof. The contractor will try to have such a shutdown take place outside regular (office) hours as much as possible and will endeavor to inform the client in a timely manner of the planned shutdown.
In the event of unavailability of the service due to malfunctions, maintenance or other causes, the contractor will endeavor to inform the client about the nature and expected duration of the interruption.
Article 7. Prices
The client agrees to the hourly rate of £25 per hour, per employee used by the contractor.
Apart from what is described in the previous paragraph, the client agrees to a one-off entry fee of £1500 per separate online store. This entry fee is used so that the contractor has the opportunity to gather relevant information about the type of webshop (niche) to which the outsourcing relates and is therefore important for the quality assurance of customer service.
The entry fee as referred to in the second paragraph is included in the first (monthly) invoice to be drawn up by the contractor and to be paid by the contractor after this agreement has entered into force.
All stated prices are net prices excluding VAT
Article 8. Terms of payment & billing
Invoicing takes place on a monthly basis in the first working week of the month for the entire previous month. Payment is made by transferring the amount of money to be determined per month to the bank account number designated by the contractor in the name of FASTPAY SOLUTIONS LTD.
Payments must be made within 14 days of the invoice date. If the client does not meet its payment obligations, the work to be performed by the contractor will be immediately discontinued and suspended until the (instalment) payment due is still made by the client to the contractor.
Contrary to provision 3, the contractor also has the right to terminate the agreement with the client immediately in the event of late payment.
Despite the cancellation as referred to in the previous paragraph, the contractor remains fully entitled to recover from the client the hours outstanding at that time and owed by the client.
The Client agrees to electronic invoicing by the Contractor.
Article 9. Compensation for recruiting customers
If the client recruits one or more new customers for the contractor with regard to the outsourcing of customer service to the contractor and an agreement is formally signed for this at any time, the client may be eligible for compensation. This can be submitted to the contractor.
Article 10. Force majeure
In the event of force majeure, which in any case includes disruptions or failures of the internet, the telecommunications infrastructure, network attack, DoS or DDoS attacks, power failures, strikes, lockouts, business disruptions, necessary maintenance, fire, floods, import and export restrictions and in other cases in which compliance with the agreement cannot reasonably be expected from the contractor, the performance of the agreement can be suspended by the contractor without any obligation to pay compensation.
If a force majeure situation has lasted longer than 4 weeks, both the client and the contractor have the right to terminate the agreement immediately in writing (electronically permitted). The outsourced services that in that case were provided by the contractor before the force majeure situation occurred will be settled pro rata.
Article 11. Liability
The client indemnifies the contractor against all legal and extrajudicial consequences of the use and/or disclosure of the services outsourced by the client to the contractor.
The contractor is not liable for the consequences of the incorrectness or incompleteness of the data that the client is obliged to provide or has provided to the contractor.
The Contractor accepts no liability towards its clients for which
damage whatsoever. The contractor's liability for any damage whatsoever is expressly excluded on the basis of this agreement. This is related to the aforementioned fact that the contractor's obligations towards its client are best efforts obligations.
The Contractor is never liable for damage caused by force majeure, as already described in clause 10).
The contractor is not liable for damage suffered by the client that is the result of an attributable shortcoming in the fulfillment of its obligations and/or unlawful acts, unless the damage is the direct result of intent or gross negligence on the part of the contractor or its subordinates.
Article 12. Confidentiality
Parties will treat information that they provide to each other before, during or after the performance of the agreement confidential if this information can reasonably be regarded as confidential or if the contractor knows or should reasonably suspect that the information was intended to be confidential. The parties also impose this obligation on their employees as well as on third parties engaged by them for the implementation of the agreement.
The contractor will not take cognizance of data that the client stores and/or distributes via the systems of the contractor, unless this is necessary for the proper execution of the agreement or the contractor is obliged to do so pursuant to a statutory provision or court order.
Article 13. Personal data
During the execution of the agreement, personal data may be processed by the contractor on behalf of the client, whereby the client can be regarded as the controller and the contractor as the processor. Where appropriate, the parties will conclude a processing agreement in which agreements about the processing and security of this personal data are recorded. Said terms have the meaning as laid down in the applicable privacy legislation.
Article 14. Amendment of the agreement
Changes and/or additions to this agreement are only legally valid if this relevant change and/or addition is signed in writing by both parties.
Article 15. Consequences of nullity or voidability
If a part of this agreement is void or voidable, this will not affect the other provisions in the agreement. In that case, a provision that is void or voidable will be replaced by a provision that comes closest to what the parties had in mind when concluding the agreement on that point.
Article 16. Final provisions
General terms and conditions also apply to this agreement.
The contractor is entitled to change or supplement these general terms and conditions. The client will be informed by the contractor of any change and/or addition.
The mere fact that one of the parties does not claim its rights does not mean that that party waives its rights. A party can only waive its rights by giving written notice to the other party.
Article 17. Applicable law and competent court
Dutch law applies to this agreement.
The Dutch court is competent to take cognizance of all disputes arising from this agreement. All disputes arising from this agreement will be submitted exclusively to the competent court in the district of Limburg, unless provisions of mandatory law designate another competent court.