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General terms and conditions of Switch Network, Groningen, the Netherlands.
In these terms and conditions, the following terms have the following meanings:
1. Switch – the legal entity that supplies and purchases services as seller or as buyer.
2. Customer – the natural or legal person who, as buyer or client, enters into or intends to enter into a distance agreement with Switch Network, or for whom Switch Network makes an offer or performs a delivery or service.
3. Station – a radio station that offers its airtime to customers via Switch Network.
4. Distance agreement: an agreement under which, within the framework of a system organised by Switch Network for the distance sale of products and/or services, exclusive use is made of one or more techniques for distance communication up to and including the conclusion of the agreement.
5. Personal data: all information about an identified or identifiable natural person.
6. Personal data breach: a breach of security leading to the accidental or unlawful destruction, loss, alteration or unauthorised disclosure of, or access to, data transmitted, stored or otherwise processed.
Switch Network B.V.
Kalmarweg 14-12
9723 JG Groningen
Netherlands
CoC: 95739734
VAT: NL867269881B01
Email: info@switchnetwork.nl
Telephone number: 050-2340135
1. These general terms and conditions (hereinafter: GTCs) apply to all offers and distance agreements, the performance of assignments and deliveries by Switch to customers or end customers.
2. If Switch does not always require strict compliance with these terms and conditions, this does not mean that these terms and conditions do not apply or that Switch would lose the right to require strict compliance with these terms and conditions in future cases, whether similar or not.
3. Any invalidity of one or more clauses of these GTCs does not affect the applicability of all other clauses.
4. The applicability of deviating provisions and any general terms and conditions of the customer or end customer is expressly rejected by Switch Network. Such provisions bind Switch Network only if they have been expressly accepted by Switch Network in writing.
1. All offers, quotations and price statements made by Switch Network, in whatever form, are without obligation, are subject to change, and are to be regarded only as an invitation to place an order.
2. An offer is binding only if it has been made in writing by Switch and states a period during which the offer is open for acceptance.
3. Switch reserves the right to refuse orders without stating reasons or to require payment in advance.
4. All prices are exclusive of VAT and are expressed in euros, unless otherwise agreed in writing.
1. An agreement (at a distance) is concluded after Switch Network has confirmed an order or assignment in writing, or after Switch Network has started performing the order or assignment.
2. If the customer has accepted the offer by electronic means, Switch immediately confirms receipt of the acceptance of the offer by electronic means. On the basis of Article 5 paragraph 1, a legally enforceable agreement exists only after confirmation by Switch.
3. For deliveries for which, given their nature and/or size, no order confirmation is sent, the invoice also serves as the order confirmation.
4. Additions and changes to an agreement (at a distance) bind Switch only insofar as they have been confirmed by Switch in writing.
5. Unless Switch agrees in writing, the customer is not permitted to cancel the agreement (at a distance) or the written order confirmation.
6. If the customer fails to fulfil its (contractual) obligations, all other (not yet due) invoices of the customer become immediately payable, and Switch may, on that ground alone, without prior notice of default and without judicial intervention, (1) either declare one or more agreements (at a distance) with the customer dissolved, or (2) suspend them until the customer provides sufficient security for payment. All clauses of this article apply without prejudice to Switch Network's right to claim additional damages.
1. Payment shall be made prior to delivery, unless it has been agreed in writing that payment is due after receipt of the goods. In the case of payment after receipt of the goods, payment must be made on the day the goods are received and at the latest within fourteen (14) days of the invoice date. Payment shall be made by bank transfer to the account number stated by Switch on the invoice. The value date stated on Switch's bank statements is regarded as the date of payment.
2. The customer is not permitted, without Switch's consent, to pay by a form of bank payment, such as an urgent payment, for which the bank charges costs to Switch. If this nevertheless happens, Switch is entitled to recover these costs from the customer.
3. Payment shall be made without set-off or suspension on any grounds whatsoever, unless otherwise agreed in writing. The statutory right of set-off or suspension is excluded.
4. Payment must be made in a single instalment, unless payment in instalments has been agreed, in which case each instalment that has fallen due is deemed to constitute a separate payment.
5. If the customer does not pay the amounts due within the agreed period, Switch Network is entitled to dissolve or terminate or suspend the (further) performance of the relevant and/or other agreements with the customer without stating reasons.
6. The period referred to in paragraph 1 of this article is a strict deadline within the meaning of Article 6:83(a) of the Dutch Civil Code. If the customer does not pay the amounts due within the agreed period, the customer will be in default by operation of law and Switch is entitled, without prejudice to its other rights, to charge the customer statutory commercial interest on the entire amount due, from the due date of the relevant invoice up to and including the day of full payment. In addition, all extrajudicial and judicial collection costs to be incurred are payable by the customer. The amount of the extrajudicial collection costs payable to Switch is calculated in accordance with the collection rate of the Netherlands Bar Association, with a minimum of € 340. The amounts recorded in Switch's books for the aforementioned costs constitute full proof of the extent of those costs.
1. The provisions included in Article 9 of these GTCs apply to all processing that takes place in the context of the order or assignment as referred to in these GTCs.
2. Pursuant to Article 4(7) of the Regulation, the parties are both qualified as controller for the processing of personal data as referred to in these GTCs.
3. The customer has no control over the purpose and the means of the processing of personal data by Switch.
4. Switch warrants to the customer that it complies with the requirements of the applicable laws and regulations concerning the processing of personal data.
5. Switch warrants to the customer that it applies appropriate technical and organisational measures, so that the processing meets the requirements of the Regulation and the protection of rights is ensured.
6. The parties acknowledge that ensuring an appropriate level of security may continually require additional security measures. Switch ensures a level of security appropriate to the risk.
7. Switch is at all times free, without any condition imposed by the customer, to engage another processor to carry out processing activities. Switch will sign a data processing agreement with all processors engaged, in accordance with the requirements set out in the Regulation.
8. The parties provide each other with assistance in fulfilling the duty to respond to requests to exercise the rights of the end customer laid down in Chapter III of the Regulation.
9. Switch informs the customer as soon as it has become aware of a personal data breach concerning personal data of the customer's end customer as provided in these GTCs.
10. The parties each bear the costs they incur in connection with the notification to the competent supervisory authority and the end customer.
1. If Switch is prevented by force majeure of a permanent or temporary nature from (further) performing the agreement, Switch is entitled, at its own choice and discretion, without prior notice or judicial intervention, and without any right of recourse against Switch Network, to: (1) suspend the performance of its obligations; (2) dissolve the agreement; and/or (3) invite the customer to renegotiate the performance of the agreement.
2. The inability to perform the agreement because of force majeure does not affect Switch's right to payment by the customer for services already performed by Switch before the force majeure situation arose.
3. Force majeure includes all circumstances as a result of which Switch is temporarily or permanently unable to meet its obligations, including but not limited to strike, war, illness or accidents, terrorist attacks, exceptional weather conditions, communication and IT failures, government measures, transport and/or travel restrictions, import and export restrictions, and failures by suppliers of Switch, as a result of which Switch can reasonably no longer perform its obligations towards the customer.
1. Switch excludes all contractual and statutory liability, for direct as well as indirect damage, financial loss and other harm.
2. Switch will not invoke the limitations of liability in Article 11 paragraph 1 if and insofar as the damage is the direct result of intent or gross negligence on the part of Switch Network.
3. The customer shall fully indemnify and defend Switch against all claims and proceedings, including those of third parties, arising from any act or omission by the customer in breach of the agreement and/or these general terms and conditions. The customer shall fully compensate Switch for all damage, including court costs and the costs of legal representation, incurred in connection with its defence under the aforementioned duty to indemnify.
1. The parties are mutually obliged to observe complete confidentiality towards third parties with regard to confidential (business) information provided to each other. The customer is obliged to take measures so that this confidentiality is observed by its employees.
2. Without the prior explicit written consent of Switch, the customer is not permitted, either during the term or after the end of the agreement, to copy, reproduce or modify software and the associated documentation in which the copyright vests in Switch. The customer is also not permitted to authorise third parties to do so.
3. If the customer fails to comply with this article, the customer forfeits to Switch an immediately payable penalty of € 5,000 per breach and/or per day that such a breach continues. Each disclosure or communication to third parties, each infringement of copyright-protected material, and each reproduction or modification without the written consent of Switch Network counts as one breach.
1. All agreements concluded between the parties and the legal relationships arising from them are governed exclusively by Dutch law.
2. All disputes between Switch and the customer fall exclusively under the jurisdiction of the District Court of Noord-Nederland, unless Switch chooses to submit a dispute to the court of the customer's registered office or place of residence.
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