GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
KRB Communicatie B.V. and KRB Haaglanden B.V.
Article 1 Definition
In these terms of delivery, the following definitions shall apply:
- Client: the natural or legal person who has commissioned KRB to produce goods or to perform work.
- KRB: KRB Communicatie B.V., located at Anthonie Fokkerstraat 1D in Barneveld (Chamber of Commerce No. 08129301), and/or KRB Haaglanden B.V., located at Spaarneplein 2 in The Hague (Chamber of Commerce No. 83378367), depending on which company has accepted and is carrying out the assignment in question. Both companies may act as the contractor, either jointly or separately.
Article 2 Applicability of these terms and conditions
1. These General Terms and Conditions of Sale and Delivery apply to all quotations issued by KRB and all agreements entered into with KRB. They shall be deemed to have been made known as soon as the client has received any written communication from KRB that refers to these terms and conditions.
2. The client’s general terms and conditions shall apply only if it has been expressly agreed in writing that they shall govern the agreement between the parties to the exclusion of these terms and conditions of sale and delivery.
Article 3 Quotations
3. Quotes are always non-binding, unless they specify a deadline for acceptance or are expressly agreed upon in any other manner.
4. KRB is bound by the quotes it issues only if the client confirms acceptance of such quotes in writing within one month.
Article 4 Execution of the Agreement
5. KRB will perform the work in accordance with the standards of good workmanship. If and to the extent that the work so requires, KRB has the right to have certain work performed by third parties
without the client’s involvement.
6. The client shall ensure that all information necessary for the performance of the assignment is provided to KRB in a timely manner. If the client fails to do so, KRB has the right to suspend the performance of the assignment and/or to charge the client for any damages resulting from the delay.
7. KRB is not liable for any damages, of any nature whatsoever, arising from the client’s provision of incorrect and/or incomplete information. Furthermore, the client is fully responsible for the meaning and content of the resulting texts and other works and indemnifies KRB against any claims by third parties, both in and out of court.
8. KRB is entitled to use artificial intelligence-supported tools and systems in the performance of assignments, including but not limited to tools for text generation, image creation, data analysis, and campaign optimization. KRB guarantees the quality of the final result in accordance with the best-efforts obligation as described in Article 21, paragraph 10, but does not guarantee specific characteristics or properties arising from the nature of AI-generated output. The Client hereby declares its agreement to these terms by placing the order.
Article 5 Changes to the assignment
9. Any changes to the original assignment, regardless of their nature, that are made in writing by or on behalf of the client and that result in a change in costs will be billed to the client.
10. After placing the order, the client may still request changes to its execution, provided that these changes are communicated to KRB in writing before work on the order has begun and are otherwise still reasonably feasible. If the changes are communicated verbally or by telephone/fax, the risk of the changes not being implemented or being implemented incorrectly shall be borne by the client.
11. Changes made after an order has already been placed may result in KRB exceeding the originally agreed-upon delivery time. KRB accepts no liability whatsoever in this regard.
Article 6 Cancellation of the assignment
12. The client is authorized to cancel an order placed with KRB. In the event of cancellation, the client shall owe KRB the following compensation:
- If canceled more than 4 weeks before the agreed-upon start date: 25% of the agreed-upon contract amount;
- For cancellations made between 2 and 4 weeks before the agreed-upon start date: 50% of the agreed-upon contract amount;
- In the event of cancellation within 2 weeks prior to the agreed start date or after KRB has already begun performing the work: 100% of the agreed contract amount.
13. If KRB has already incurred verifiable costs that exceed the above percentages, the actual costs incurred will be billed.
Article 7 Property of the client
With respect to custody, use, handling, processing and shipment of all goods entrusted to KRB by or on behalf of the client, KRB shall bear no liability.
Article 8 Prizes
14. All prices quoted by KRB are exclusive of sales tax (VAT).
15. The price quoted by KRB for the work it is to perform applies exclusively to the work in accordance with the specifications agreed upon with the client.
16. In the case of a composite order, there is no obligation to deliver a portion of the total performance for the amount specified in the agreement for that portion or for a proportional portion of the price quoted for the entire order.
17. If no price has been agreed upon between the client and KRB, but only an estimated price has been provided, or if the agreed-upon price may be modified pursuant to these General Terms and Conditions of Sale and Delivery, the price or the modification shall be determined based on an amount considered reasonable in the advertising industry.
Article 9 Price Changes
18. KRB is entitled to increase the agreed-upon price if one or more of the following circumstances arise after the conclusion of the agreement: an increase in the cost of materials, semi-finished products, or services (including those provided by third parties) necessary for the performance of the agreement, an increase in shipping costs, wages, employer contributions, social insurance premiums, the introduction of new government levies or an increase in existing government levies on raw materials, energy, or waste materials, a significant change in exchange rates, or, in general, circumstances comparable to those listed above.
19. Text that requires extra effort to process, unclear copy or photos, unclear sketches, drawings, or models, data files, or an inadequate method of delivery of the materials or products to be supplied by the client—which result in KRB having to perform additional work or incur additional costs beyond what it could reasonably have expected at the time the agreement was entered into—constitute grounds for an increase in the agreed-upon price.
20. In the event of changes as referred to in this article, the client has the option, within three months of being notified of a price increase, to terminate the agreement with KRB, without being entitled to any compensation.
Article 10 Payment
21. Invoices sent to the client must be paid within 14 days of the invoice date, without the client being entitled to claim any discount, set-off, or suspension of payment. In the event of late payment, the client shall immediately be in default, without the need for a notice of default by or on behalf of KRB. Claims regarding invoices must be submitted in writing within eight days of receipt of the invoice.
22. Any partial delivery, including the delivery of components of a composite order, may be invoiced separately by KRB.
23. KRB may suspend future deliveries as long as the client has not fulfilled its payment obligations regarding deliveries already made. Furthermore, KRB is entitled to require the client to provide a valid bank guarantee as additional security in the event that KRB enters into continuing contracts with third parties for or on behalf of the client, or if KRB has reasonable grounds to doubt that the client will fulfill its obligations.
24. KRB may require payment in installments for projects that require a long processing or production time, as well as for projects involving large sums of money. The amounts to be invoiced in installments will be agreed upon in writing in advance. KRB may also require payment based on monthly advance invoices, which will be settled at the end of the project.
25. If the client fails to pay an invoice sent to it or an advance payment charged to it within the period specified in paragraph 1 of this article, it shall be deemed to be in default by operation of law, and KRB
shall be entitled, without any notice of default, to charge contractual interest of 1% per month from the invoice due date, plus 15% in extrajudicial collection costs, with a minimum of €350.
Article 11 Mode of delivery; retention of title
26. KRB is not obligated to deliver goods that have already been manufactured in partial shipments, unless otherwise agreed in writing.
27. Any delivery of goods by KRB to the client is subject to retention of title until the client has paid all amounts due under the agreement entered into with KRB, including any contractual interest, damages, and costs that have already become due.
28. If transportation of the goods to be delivered has been agreed upon, it shall be at the client’s expense and risk. “Transportation” also includes the transmission of data via the telephone network and any comparable transmission using any technical means. The carrier’s acceptance of goods from KRB shall serve as proof that such goods were in good outward condition, unless the consignment note or receipt indicates otherwise.
29. KRB is not responsible for storing the goods to be delivered, unless this has been expressly agreed upon. If storage takes place, it is at the client’s expense and risk. Furthermore, KRB is not liable for damage to, loss of, or destruction of goods made available by the client.
Article 12 Termination
30. Either party may terminate the agreement at any time, provided that the notice of termination is given in writing and states the reasons for termination. In such cases, the parties must observe a notice period of at least three months.
31. As of the date of termination of the agreement and as soon as all outstanding invoices have been paid, KRB will return all items owned by the client to the client or, at the client’s request, send them to the acquiring advertising agency. This will be done at the client’s expense and risk.
Article 13 Term of delivery
32. Unless it is expressly stated in writing that a delivery date specified by KRB is a deadline, such a date is merely indicative. Even in the case of an agreed deadline
, KRB will not be in default until the client has given KRB notice of default.
33. KRB’s obligation to meet an agreed-upon delivery deadline shall lapse if the client has modified the order or fails to fulfill any obligation under the agreement.
34. During the performance of the agreement by KRB, the client is obligated to do everything that is reasonably necessary or desirable to enable KRB to make a timely delivery.
35. In the event of the client’s failure to comply with the provisions of the agreement, any agreed-upon delivery deadline shall no longer be binding, and the client shall be in default without the need for a written notice of default from KRB. In such a case, without prejudice to its rights under the law, KRB is authorized to suspend performance of the agreement until the client has remedied this default. Thereafter, KRB will still perform the agreement within a reasonable period of time.
Article 14 Examination upon delivery
36. The client is obligated to inspect the work immediately upon delivery to determine whether KRB has properly performed the assignment and is further obligated to notify KRB in writing without delay as soon as evidence to the contrary becomes apparent. The client must conduct the aforementioned inspection and provide the relevant notification no later than five days after delivery.
37. Performance of the agreement shall be deemed valid between the parties if the client has failed to conduct the investigation or provide the notice referred to in paragraph 1 of this article in a timely manner.
38. KRB’s performance shall in any case be deemed satisfactory between the parties if the client has put the delivered goods or a portion thereof into use, has modified or processed them, has delivered them to third parties, or has caused them to be put into use, modified, or processed, or has caused them to be delivered to third parties, even if the client has complied with the provisions of the first paragraph of this article.
Article 15 Typesetting, printing or other proofs
39. The client is required to carefully review the proofs received from KRB—whether or not at the client’s request—for errors and defects, and to return them to KRB without delay, either corrected or approved.
40. The client’s approval of the tests constitutes acknowledgment that KRB has properly performed the work preceding the tests.
41. KRB is not liable for discrepancies, errors, or defects that went unnoticed in proofs approved or corrected by the client.
42. Color files submitted digitally by KRB to the client for review are not intended to serve as a representation of the final colors. The final result will always differ in terms of color, as every monitor setting is different. Complaints regarding these types of color files will therefore not be addressed by KRB.
Article 16 Derogations
43. Any discrepancies between the work delivered, on the one hand, and the original design, drawing, photograph, copy, or model, on the other, shall not constitute grounds for rejection, a price reduction, termination of the agreement, or compensation for damages if such discrepancies are minor.
44. Deliveries that exceed or fall short of the agreed quantity are permitted, provided they do not exceed or fall short by more than 10%.
45. With regard to the quality and basis weight of paper and cardboard, deviations that are permitted under the tolerance standards set forth in the General Terms and Conditions of Sale of the Association of Paper Wholesalers shall be considered minor deviations.
46. Deviations in the other materials and semi-finished products used by KRB that are permitted under the general terms and conditions of sale governing the delivery of these materials and semi-finished products shall be considered minor deviations.
Article 17 Copyrights
47. The client warrants to KRB that the performance of the agreement—and in particular the reproduction or publication of all materials received from the client—does not infringe
upon any rights that third parties may assert under the Copyright Act or other national or international laws and regulations. The client shall indemnify KRB, both in and out of court, against all claims that third parties may assert pursuant to the laws or regulations referred to above.
48. If any doubt arises regarding the validity of rights claimed by third parties as referred to in paragraph 1 of this article, KRB is authorized to suspend performance of the agreement until it has been irrevocably established that KRB has not infringed upon these rights by performing the agreement.
49. Unless expressly agreed otherwise in writing, KRB shall at all times remain the owner of any copyright that may arise in the works it creates in the broadest sense of the word in the course of performing the agreement.
50. All items to be delivered or already delivered by KRB may not be reproduced or made public—whether or not as part of any production process—without KRB’s written consent, even if or to the extent that KRB does not hold any copyright or other legal protection with respect to their design.
51. Upon delivery by KRB, the client shall acquire the non-exclusive right to use the works created by KRB under the agreement, as defined by copyright law. However, the right to “
” use referred to above is limited to the right of normal use of the delivered items and, in particular, does not include the reproduction or publication of these items as part of any production process.
52. KRB retains intellectual property rights to all works, campaigns, visuals, texts, settings, and other digital creations at all times. The client is granted only a right of use for the agreed-upon purpose. This right of use does not grant access to or ownership of KRB’s management systems, hosting environments, or digital accounts in which this work was performed.
Article 18 Property Rights
53. All products manufactured by KRB remain the inalienable property of KRB, even if they are listed as separate items in the quotation, offer, or invoice. These products may not be copied, reproduced, or otherwise used, nor made available to third parties, without written permission.
54. KRB is not obligated to deliver the items referred to in paragraph 1 of this article to the client.
55. KRB is not obligated to store the items referred to in the first paragraph of this article on behalf of the client. If KRB and the client agree in writing that these items will be stored by KRB, this shall be at the client’s risk, for a period not exceeding six months, and without KRB guaranteeing their suitability for repeated use.
Article 19 Use of BRF systems
56. KRB uses its own hosting environments and advertising accounts (such as Google Ads, Meta, or similar platforms) to carry out assignments. These accounts and environments remain the property of KRB and are not part of the transferable project deliverables.
57. Upon termination of the collaboration, the client will receive only the agreed-upon deliverables, such as website files, campaign data, or reports, but will not receive access to or a transfer of KRB’s underlying infrastructure, accounts, or technical configurations.
Article 19a Data Processing and Data Processor Agreement
58. To the extent that KRB processes personal data within the meaning of the General Data Protection Regulation (GDPR) in the performance of assignments, such processing is governed by KRB’s Data Processing Agreement. The data processing agreement forms an integral part of the agreement between KRB and the client and can be viewed at www.krbcommunicatie.nl/verwerkersovereenkomst. By placing an order, the client declares that it has read and agrees to the data processing agreement.
59. KRB processes the contact information of employees and contacts at the client for the purpose of carrying out the assignment and maintaining the business relationship. This processing is based on KRB’s legitimate interest as referred to in Article 6(1)(f) of the GDPR. Data subjects may object to this processing at any time by contacting contact@krbcommunicatie.nl.
Article 20 Force majeure
60. KRB shall not be held liable for any failure to perform the agreement if such failure is not attributable to its own fault and is not for its account under the law, the agreement, or generally accepted business practices.
61. KRB’s failure to perform under the agreement as a result of war, mobilization, civil unrest, flooding, other disruptions to transportation, stagnation in, or restriction or cessation of, supply by public utility companies, lack of energy generation resources, fire, machinery breakdown, and other accidents, strikes, lockouts, union actions, labor shortages, export restrictions, other government measures, failure by third parties to supply necessary materials and semi-finished products, willful misconduct or gross negligence on the part of agents, and other similar circumstances, shall be deemed circumstances not attributable to KRB and shall not entitle the client to terminate the agreement or claim damages.
Article 21 Liability
62. KRB’s liability under the agreement with the client is limited to the amount paid out in the relevant case under KRB’s liability insurance, plus the deductible. If, for any reason, no payment is made under this insurance, liability is limited to the invoice amount of the assignment to which the liability relates, up to a maximum of €10,000. If the assignment consists of multiple sub-projects or partial invoices, liability is limited to the invoice amount of the specific part to which the damage relates, subject to the aforementioned maximum.
63. KRB is not liable for damages of any kind arising from or after the client has, following delivery, put into use, edited, or processed the goods, communications, websites, files, texts, designs, campaigns, or other materials after delivery, or has allowed third parties to use, edit, or process them, or has had them delivered to third parties.
64. If KRB is held liable by a third party for any damages for which it is not liable under the agreement with the client, the client shall fully indemnify KRB and reimburse KRB for all amounts it is required to pay to such third party, including reasonable legal fees.
65. KRB makes every effort to ensure that websites, forms, links, tracking software, campaigns, hosting environments, and other digital applications function properly. However, KRB cannot guarantee that these systems will be error-free, uninterrupted, or fully available at all times.
66. Disruptions, outages, technical errors, software errors, delays, or limitations in third-party systems—including hosting providers, software vendors, plugin providers, advertising platforms, email providers, internet service providers, or other external parties—are not the responsibility or risk of KRB.
67. The Client remains responsible for regularly checking the functionality of websites, forms, email delivery, campaign pages, links, tracking and measurement tools, and other digital applications used in connection with the assignment. For websites linked to active campaigns, the Client shall check their functionality at least once every two weeks. For other websites, checks must be performed at least once per quarter, unless a maintenance contract specifies a different frequency, in which case the frequency agreed upon in that contract applies. If the client discovers or could reasonably have discovered that a component is not functioning properly, the client must notify KRB of this in writing without delay, but no later than within two business days, so that repairs can be made. If the client fails to report the issue in a timely manner, the client’s right to compensation for the period prior to the date of notification to KRB shall lapse.
68. KRB is not liable for indirect or consequential damages, including but not limited to lost revenue, lost leads, lost orders, loss of profits, loss of data, reputational damage, business interruption, or other forms of financial loss.
69. KRB is not liable for damages resulting from incorrect, incomplete, or late information, materials, instructions, approvals, or access credentials provided by the client.
70. The limitations of liability set forth in this article do not apply if the damage results from KRB’s willful misconduct or gross negligence.
71. KRB performs assignments on a best-efforts basis, unless expressly agreed otherwise in writing. KRB makes no guarantees regarding visitor numbers, search engine rankings, advertising results, conversions, leads, revenue, return on investment, or other commercial results.
Article 22 Final provisions
72. The applicable Advertising Regulations shall also apply to contracts for the execution of media campaigns, to the extent that they do not conflict with these terms and conditions.
73. For orders involving the delivery of printed matter or other graphic products, the terms and conditions of delivery for the Graphic Arts Industry shall also apply, to the extent that they do not conflict with these terms and conditions.
Article 22a Media Placements
74. If KRB purchases advertising space on behalf of the client from media operators—including, but not limited to, newspapers, magazines, outdoor advertising (billboards, bus shelters), digital platforms, and other media channels—KRB acts solely as an intermediary. The agreement with the media operator is concluded for the benefit of, and at the client’s expense and risk. KRB accepts no liability for the media operator’s failure to execute, untimely execution, or incorrect execution of a media placement, nor for the media operator’s bankruptcy or other default.
75. Every media placement requires the approval of the relevant media operator. A media operator is entitled at all times to refuse or remove an advertisement. A refusal or removal by the media operator does not affect the client’s obligation to pay KRB for the work performed. KRB is not liable for any damages resulting from a refusal or removal by the media operator.
76. Cancellation of a media placement by or at the request of the client may result in cancellation fees charged by the media operator. These fees are entirely at the client’s expense and will be passed on to the client by KRB. Upon request, KRB will provide the client with the cancellation terms and conditions of the relevant media operator prior to placing the order.
77. The client is at all times responsible for the content, form, and legality of the advertisement. If a media placement must be discontinued, removed, or corrected pursuant to a court ruling, a decision by the Advertising Code Committee, or otherwise, all resulting costs—including costs for replacement placement, correction, fines, and legal counsel—shall be borne by the client. The client fully indemnifies KRB against all claims by third parties in this regard.
78. If a media placement is not carried out or is carried out incorrectly due to the fault of the media operator, KRB will make every effort to arrange for a replacement placement. In such a case, KRB’s liability is limited to making reasonable efforts to ensure that a correct placement is ultimately realized. KRB is not obligated to compensate for any further damages.
Article 23 Applicable law
79. The agreement between KRB and the client is governed by Dutch law.
80. Any disputes arising from agreements entered into with KRB that cannot be resolved by mutual agreement shall be submitted exclusively to the court in
, in the district of Gelderland, which has jurisdiction over the nature of the dispute.
81. These terms and conditions form an integral part of all agreements entered into with KRB. A copy of these terms and conditions will be sent immediately upon request.