Groove Digital B.V. (hereinafter: “Groove Digital”) assists businesses with targeted online marketing strategies. By identifying objectives and pain points, Groove Digital develops and implements effective solutions to generate leads and increase conversions. The services include web development (WordPress, Shopify, Google Merchant, Webflow), advertising campaigns (Google Ads, social ads), SEO, email marketing, and social media strategies. In addition, Groove Digital provides support with marketplace integrations (Bol.com, Shopify, Amazon, Ebay), conversion optimization, and branding, including corporate identity and logo design. Groove Digital is located at Willem Theunisse Blokstraat 395, 1018 PP Amsterdam, and is registered with the Dutch Chamber of Commerce under file number 84707542.

Definitions

Article 1

  1. Groove Digital: the contractor that enters into the Agreement with the Client and the user of these general terms and conditions.
  2. Offer: a proposal, quotation, or estimate submitted to the Client for the performance of Work by Groove Digital.
  3. Client: the natural person or legal entity that has concluded or wishes to conclude an Agreement with Groove Digital.
  4. Quotation: a more or less detailed specification of the activities and an estimate of the costs associated with those activities, as well as any related offers.
  5. Agreement: all agreements between the Client and Groove Digital, whether verbal or written.
  6. Website: the website https://www.groovedigital.agency/nl
  7. Work: the online marketing and branding activities performed by Groove Digital for the Client.

Applicability of the Terms

Article 2

  1. These general terms and conditions apply to every Offer, Quotation, and/or order confirmation from Groove Digital and to every Agreement between Groove Digital and the Client.
  2. Any amendments to or supplements of these general terms and conditions must be expressly confirmed in writing by Groove Digital and shall apply solely to the Offer or Agreement in relation to which the amendment or supplement is made.
  3. If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or are annulled, the remaining provisions of these general terms and conditions shall remain fully applicable. In such a case, Groove Digital and the Client shall enter into consultation to agree on new provisions to replace the null or annulled provisions, with due observance of the purpose and intent of the original provisions to the greatest extent possible.
  4. Any general terms and conditions used by the Client are hereby expressly rejected.
  5. Groove Digital reserves the right to amend these general terms and conditions. The amended terms and conditions shall be deemed accepted if the Client does not file an objection to the amended terms within 14 days after they have been sent or otherwise made known.

Offer and Formation of the Agreement

Article 3

  1. All Offers and proposals made by Groove Digital are without obligation, unless expressly stated otherwise in writing. If the Offer is valid for a limited time or subject to specific conditions, this shall be expressly stated.
  2. Groove Digital cannot be held to its Offer if the Offer, or any part thereof, contains an obvious error or mistake, including but not limited to typographical errors, programming errors, or spelling mistakes. This also applies to typographical or programming errors on the Website and/or social media channels.
  3. The Offer contains a description of the proposed Work. This description is sufficiently detailed to enable the Client to make a proper assessment of the Offer. Any data provided in the Offer are indicative only and shall not constitute grounds for any form of compensation or for the dissolution of the Agreement.
  4. Rates and offers in an Offer do not automatically apply to future Work.
  5. An Agreement is formed at the moment the Client accepts an Offer from Groove Digital. If the Client fails to do so explicitly but nevertheless agrees that Groove Digital commences performance of the Work, the content of the Offer shall be deemed to have been agreed.
  6. If the Agreement is entered into by multiple Clients, each Client shall be jointly and severally liable for the performance of all obligations arising from the Agreement.
  7. The Client’s right of withdrawal is excluded unless otherwise agreed in writing.

Term of the Agreement

Article 4

  1. The Agreement is entered into for a term to be determined by Groove Digital and the Client. If no arrangements have been made regarding the term of the Agreement, it shall be deemed to have been entered into for an indefinite period.
  2. If the Agreement is concluded for a fixed period of time, it shall automatically be renewed for the same period after expiry of the initial term unless the Client terminates the Agreement in accordance with the notice period specified in Article 12(4) of these terms and conditions.

Performance of the Agreement

Article 5

  1. All Work is performed on the basis of an obligation to use best efforts. Groove Digital shall make every effort to provide the Work to the best of its ability, applying due care and professional skill.
  2. The Client is obliged to do all that is reasonably necessary or desirable to enable performance of the Agreement, in particular by timely providing complete, accurate, and clear information. If the Client fails to provide the required or desired information in a timely manner, any delays in the Work and/or additional Work shall be at the Client’s expense.
  3. Any delivery periods stated by Groove Digital are indicative and may not be regarded as strict deadlines. If Groove Digital expects that the indicative delivery period will not be met, it shall inform the Client in writing. Exceeding any delivery period shall not entitle the Client to dissolve the Agreement or claim damages or any other form of compensation.
  4. If the information provided proves to be incorrect and/or incomplete and the Work must be adjusted accordingly, Groove Digital shall be entitled to adjust its prices. Groove Digital is not obliged to verify the accuracy of the information provided to it.
  5. Groove Digital may, at its own discretion, engage third parties for the performance of the Work.
  6. The performance of the Work is based on the information provided by the Client. If this information changes, the agreed schedule may be altered. Any damage or additional costs arising from changes to the schedule shall be at the Client’s expense and risk.

Price and Price Changes

Article 6

  1. Groove Digital endeavors to work, as far as possible, with fixed prices and/or on the basis of an hourly rate. Before commencing the Work, Groove Digital shall discuss the (indicative) rate with the Client and confirm this in writing.
  2. In the event of any unforeseen changes in the Work, Groove Digital reserves the right to increase the agreed prices after the conclusion of the Agreement but before the performance thereof.
  3. Groove Digital shall inform the Client in writing and in a timely manner if it exercises its right to implement price adjustments as referred to above.
  4. If the price adjustment results in a price difference of more than fifteen percent (15%) compared to the agreed price, the Client shall be entitled to dissolve the Agreement. The Client must notify Groove Digital in writing if it wishes to do so.
  5. Groove Digital is entitled to increase the applicable prices and rates annually, on January 1, in accordance with the applicable inflation rates and the relevant indexation method.

Payment

Article 7

  1. For assignments with a fixed price, 50% of the invoiced amount shall be invoiced in advance before the commencement of the Work. The remaining amount shall be invoiced after completion of the Work.
  2. For assignments based on a periodic collaboration, a monthly fee applies. This fee is invoiced monthly in advance.
  3. For assignments based on an hourly rate, the hourly rate shall be agreed upon in advance, and the hours worked shall be invoiced at the end of each month. Groove Digital is free to work with a deposit invoice for this purpose.
  4. All payments must be made within fourteen days of the invoice date, in a manner specified by Groove Digital. Groove Digital is entitled to stipulate a shorter payment period if the nature of the Work so requires or if the Work must be carried out urgently.
  5. The Client shall make payment to Groove Digital without any discount, set-off, or netting of debts, including in the event of bankruptcy, except for set-offs of invoiceable advances relating to the Agreement that were provided to Groove Digital by the Client. The Client is not entitled to suspend payment of invoices for Work already performed.
  6. If an invoice is not paid on time and/or in full, the Client is in default by operation of law and Groove Digital shall be entitled, without further notice or demand, to charge the statutory commercial interest on the outstanding amount from the date on which payment was due, without prejudice to any other rights to which Groove Digital is entitled.
  7. Payments made by the Client shall first be applied to settle any interest and costs due, and then to pay invoices that have been outstanding the longest, even if the Client states that the payment relates to a later invoice.
  8. All costs incurred by Groove Digital as a result of the Client’s failure, delay, or improper performance of any obligation shall be borne by the Client. These costs include but are not limited to costs for reminders, termination, collection, bailiff services, legal assistance, and all other extrajudicial as well as judicial costs. These costs are set at a minimum of 15% of the original principal sum.
  9. If and insofar as the Client is in default of payment, as well as in the event of legal debt restructuring for natural persons, bankruptcy, an application for a suspension of payments, or discontinuation or liquidation of its business, any and all claims that Groove Digital has against the Client shall become immediately due and payable.

Use and License of the Design

Article 8

  1. Once the Client has fully complied with its obligations under the Agreement with Groove Digital, the Client shall obtain an exclusive license to use the design insofar as it relates to the rights of publication and reproduction in accordance with the agreed purpose of the Agreement. If no agreements have been made regarding the purpose, the license is limited to that use of the design for which definite intentions existed at the time the order was placed. These intentions must have been demonstrably communicated to Groove Digital prior to the conclusion of the Agreement.
  2. Without the written permission of Groove Digital, the Client is not entitled to use or have others use the design more extensively or in any other way than agreed. In the event of unagreed, more extensive or different use (including but not limited to any alteration, distortion, or modification of the preliminary or final design), Groove Digital shall be entitled to compensation for infringement of at least three times the agreed price, without prejudice to Groove Digital’s right to claim compensation for actual damages incurred.
  3. The Client is no longer permitted to use the results provided and any license granted to the Client in connection with the order shall lapse in the following situations:
    a. from the moment the Client does not (fully) fulfill its (payment) obligations under the Agreement or is otherwise in default, unless the Client’s failure is of minor significance in view of the overall assignment;
    b. if the Work, for any reason whatsoever, is terminated prematurely, unless enforcing this consequence would be contrary to reasonableness and fairness.
  4. Subject to the interests of the Client, Groove Digital reserves the right to use the design for its own publicity or promotional purposes.
  5. The Client indemnifies Groove Digital and any third parties engaged by Groove Digital in the performance of the Agreement against any claims by third parties arising from the use or application of the result of the Work.

Intellectual Property Rights

Article 9

  1. Groove Digital holds the intellectual property rights to the products it provides or uses for the Client, including but not limited to drawings, illustrations, templates, designs, design sketches, photographs, videos, and other materials or (electronic) files.
  2. The Client only obtains a right of use to Groove Digital’s works. Without prior written permission, the Client is not permitted to disclose, reproduce, or otherwise distribute Groove Digital’s works to third parties. The Client may use the works solely for the purpose of the Work as agreed upon before commencement of the assignment.
  3. If the Client breaches paragraph 1 or 2 of this Article, the Client shall owe Groove Digital an immediately payable penalty of €5,000.00 for each breach and €500.00 for each day that such infringement continues. This penalty may be claimed in addition to compensation under the law.
  4. The Client indemnifies Groove Digital against all claims by third parties based on intellectual property infringement regarding the materials or data provided by the Client that are used in the performance of the Work.

Confidentiality

Article 10

  1. The content of discussions and other communications in any form whatsoever between Groove Digital and the Client shall be treated as strictly confidential. Neither the Client nor Groove Digital shall disclose any details to anyone regarding the content or course of these communications.
  2. Information is deemed to be highly confidential if:
    a) this has been communicated by the other party;
    b) the information is clearly marked or labeled by the providing party as confidential; or
    c) the nature of the information clearly indicates that it is confidential.
  3. With regard to (highly) confidential information, both parties shall take all security measures, duties of care, and safeguards necessary to ensure the confidentiality of such information. Groove Digital shall also impose confidentiality on any third parties it engages.
  4. Both parties shall handle any information provided with due care and in an appropriate manner, even if it does not qualify as confidential information.

Suspension, Termination, and Dissolution of the Agreement

Article 11

  1. Groove Digital has the right to suspend its obligations under the Agreement if the Client is in default of any obligation arising from the Agreement, including late payment of invoices.
  2. Groove Digital shall not be liable for any damages, of whatever nature, resulting from the suspension of its Work.
  3. Suspension of the Work does not affect the Client’s payment obligations towards Groove Digital.
  4. The Client may terminate the Agreement at the end of its term subject to a two-month notice period. If an Agreement is entered into for an indefinite period, the Client may terminate the Agreement after twelve months, subject to a two-month notice period. Such termination must be given in writing before the first day of the month by sending an email to info@groovedigital.agency. In the event the Client terminates the Agreement, the Client shall not be entitled to a refund of any (advance) payments already made, nor does this termination release the Client from current payment obligations.
  5. Both Groove Digital and the Client have the right to immediately dissolve the Agreement in whole or in part in the event of the legal debt restructuring for natural persons, bankruptcy, or (provisional) suspension of payments of the other party.
  6. In the event of dissolution by the Client due to an attributable failure by Groove Digital to fulfill its obligations, any Work already performed and the related payment obligations shall not be subject to cancellation unless the Client can demonstrate that Groove Digital is in default with respect to such Work. Any amounts that Groove Digital has already invoiced prior to the dissolution for properly performed or delivered Work shall remain due, subject to the provisions of the previous sentence, and shall become immediately payable upon dissolution.

Liability

Article 12

  1. Groove Digital is only liable to the Client for direct damages resulting from a serious attributable shortcoming in Groove Digital’s performance of the Agreement.
  2. Groove Digital’s liability to the Client is limited to the invoice amount of the most recent consecutive six-month period relating to the Work to which the liability pertains (excluding VAT), with an absolute maximum of €10,000.
  3. Groove Digital shall not be liable for, and the Client indemnifies Groove Digital against any liability for:
    • indirect and consequential damages. Indirect and consequential damages include, but are not limited to: lost revenue, lost profits, missed savings, loss of goodwill, reputational damage or comparable losses, labor costs, downtime, production interruptions, interest, legal fees, and fines.
    • SEO-related consequences, such as loss of position(s) or website traffic.
    • results from advertisements and campaigns, as the placing of advertisements and organizing lead-generation campaigns does not automatically result in the desired outcomes (including but not limited to leads, impressions, registrations, or engagement such as likes, comments, or followers).
    • damages resulting from the use of a name registered by Groove Digital at the request of the Client, as the obligation to check whether a (brand) name is available rests solely with the Client.
  4. In engaging third parties not employed by Groove Digital (such as advisors, experts, or service providers), Groove Digital shall exercise due care. However, Groove Digital shall not be liable for any shortcomings or errors by these third parties towards the Client. In such cases, the Client is obliged to hold these engaged third parties liable itself and to recover any damage suffered from these parties.
  5. Groove Digital shall not be liable for any damage of whatever nature suffered by the Client if Groove Digital has relied on inaccurate and/or incomplete information provided by the Client in the performance of the Work.
  6. Groove Digital shall not be liable for the consequences of the Client’s decisions or actions, regardless of whether such decisions or actions are based on Groove Digital’s advice, suggestions, or other input. The Client remains fully responsible at all times for the consequences of its own choices and decisions.
  7. The Client indemnifies Groove Digital against any claims (including damage and legal actions) from third parties arising from the performance of the Agreement between the Client and Groove Digital, unless such claims result from serious failures attributable to Groove Digital.
  8. If the Client fails to bring any claim against Groove Digital before the court within one year after discovering the damage, any such claim shall lapse after the one-year period has expired.

Force Majeure

Article 13

  1. Groove Digital is not obliged to fulfill any obligation towards the Client if it is prevented from doing so by circumstances not attributable to its fault and not otherwise for its account pursuant to the law, a legal act, or generally accepted practice.
  2. Causes that cannot be attributed to Groove Digital include but are not limited to: fire, water damage, extreme weather conditions, natural disasters, war or threat of war, outbreaks of disease, governmental measures, riots, civil unrest, strikes, lockouts, work-to-rule actions, malfunctions, machine or equipment failures, disruptions, limitations in the supply or rationing of raw materials, auxiliary materials, or fuel.
  3. In the event that any of the circumstances referred to in the previous paragraph occur, Groove Digital shall promptly inform the Client, submitting any available evidence thereof.
  4. During the period of force majeure, Groove Digital may suspend its obligations under the Agreement. If this period lasts longer than two months, either party may dissolve the Agreement in writing without any obligation to pay compensation to the other party.

Complaints

Article 14

  1. If the Client has a complaint about the performance of Work by Groove Digital, the Client shall notify Groove Digital thereof as soon as possible, but no later than two weeks after the complaint arises. If the complaint is submitted later, Groove Digital is not obliged to handle it.
  2. Complaints must be fully and clearly described and may be submitted exclusively by email. Complaints must be sent to support@groovedigital.agency.
  3. Groove Digital shall handle the complaint within a reasonable period of time and in a constructive manner, proposing a solution where possible. Groove Digital aims to provide the Client with a substantive response within fourteen days of receipt of the complaint. If Groove Digital expects this term will not be met, Groove Digital shall inform the Client accordingly.
  4. A submitted complaint does not suspend the Client’s payment obligations.

Governing Law and Choice of Forum

Article 15

  1. All Offers, Quotations, order confirmations, and Agreements issued by or concluded with Groove Digital are governed by Dutch law. The applicability of any other international regulations is excluded.
  2. The competent court in the district where Groove Digital has its registered office shall have exclusive jurisdiction to hear disputes, unless mandatory law provides otherwise. Nonetheless, Groove Digital has the right to submit the dispute to the competent court according to the law.
  3. If one or more disputes are brought before a court, the parties shall refrain from involving the media or publicly commenting on such disputes. If either party fails to comply with this obligation, it shall owe the other party an immediately payable penalty of €20,000 per violation, without prejudice to the right to claim damages.
  4. The parties shall only resort to the courts after having made every effort to settle the dispute in mutual consultation.

‍