Deze algemene voorwaarden zijn voor het laatst bijgewerkt op: 15 mei 2023

Article 1. General/Definitions

In these general terms and conditions, the following definitions shall apply:

1. Opdrachtnemer: GoViral en overige handelsnamen onder GoViral, gevestigd aan Klutemansstraat 14 Roggel, ingeschreven bij de Kamer van Koophandel onder nummer 89736486 en BTW-nummer NL865084282B01.
2. Client: the party who enters into an agreement with Contractor, gives Contractor an assignment, or to whom Contractor has made an offer to which these general terms and conditions apply.
3. Services: all services to be performed by the Contractor on behalf of the Client as described in the agreement or quotation.
4. General terms and conditions: these general terms and conditions.
5. Agreement or order: any agreement between the Client and the Contractor, in accordance with the provisions of the agreement and/or order confirmation.

Article 2. Applicability

1. These general terms and conditions apply to the website, all agreements and offers whereby GoViral will perform services of any kind for the Customer, even if these services are not (further) defined in these terms and conditions.
2. Deviations from these general terms and conditions shall only be valid if expressly agreed in writing. Any general terms and conditions or other conditions of the Client are not valid. The applicability thereof is expressly rejected by GoViral.
3. If any provision of these general terms and conditions is null and void or is annulled, the other provisions of these general terms and conditions will remain in full force and GoViral and the Customer will enter into consultation in order to agree on new provisions to replace the void or annulled provisions, taking into account as much as possible the purpose and meaning of the void or annulled provision. If the interpretation or content of one or more provisions of these general terms and conditions is unclear, these should be interpreted 'in the spirit' of these general terms and conditions. Situations not provided for in these general terms and conditions are to be assessed 'in the spirit' of these general terms and conditions.
4. If GoViral does not always require strict compliance with these general terms and conditions, this does not mean that the provisions of these general terms and conditions do not apply, or that GoViral would to any extent lose the right to require strict compliance with the provisions of these general terms and conditions in other cases.
5. GoViral is entitled to amend or supplement these general terms and conditions. Changes of minor importance may be made at any time. Major substantive changes will be discussed (in advance) with the Client.
6. The agreement is concluded as soon as the acceptance of the offer has reached GoViral. By the acceptance, the Client agrees to the declaration of applicability of these general terms and conditions and, if necessary, waives a declaration of applicability of its own general terms and conditions. Agreements are ultimately concluded in writing.
7. If reservations or changes compared to the offer are made in the acceptance, contrary to the provisions of the previous paragraph, the agreement will only be concluded if the Contractor has indicated to the Client that he agrees to these deviations from the offer.

Article 3. Work

GoViral provides online (internet) marketing services and consultancy in the broadest sense of the word, which includes, but is not limited to: providing support for e-commerce activities, developing websites and funnels, giving advice in the field of online marketing, consultancy and implementation in the field of advertising, sales and other business aspects, consultancy and implementation in the field of conversion optimisation. In addition, GoViral's activities also include training and coaching individuals using the above services, both in individual tracks and in courses and video lectures.

Article 4. Quotations and offers

1. A quotation or offer sent out is valid for 30 (thirty) days from its date, unless the Contractor indicates otherwise.
2. If no acceptance period is set, the offer cannot in any way confer any rights.
3. If Client accepts an offer, Contractor retains the right to withdraw the offer within 2 working days of acceptance.
4. Contractor cannot be held to its offers if Client can reasonably understand that the offer, or any part thereof, contains an obvious mistake or slip of the pen.
5. A composite quotation does not oblige the Contractor to perform part of the order at a corresponding part of the quoted price.
6. If the acceptance deviates from the offer, GoViral shall not be bound by it. The agreement will then not be concluded in accordance with this deviating acceptance, unless Contractor indicates otherwise.
7. Offers made are in principle price indications and do not automatically apply to future orders.

Article 5. Project

1. The agreement is entered into either per project or for a specified period. For project, as long as the project has not been completed, or one of the parties has not given notice to dissolve the agreement, it is assumed that the agreement is in force. For contracts entered into for a definite period, the agreement must be fulfilled in full, with the exception of the legal possibilities for dissolution.
2. If the contract is entered into for a definite period, the term should be expressly stated in the contract.
3. If the agreement was entered into for a definite period, that period has expired and no written notice has been given by the Client until no later than 1 (one) month before the expiry of the period that he wishes to terminate, the agreement will be extended immediately for the same duration.
4. The notice period is one calendar month for both Principal and GoViral.
5. The agreement should be terminated in writing by registered letter or by (scanned) e-mail.
6. In the case of an project contract where no specific period has been agreed, cancellation by the Client is not possible, except with the express consent of GoViral.
7. If a deadline has been agreed or stated for the performance of certain work or for the delivery of certain services, this shall never be a strict deadline. If a deadline is exceeded, the Principal must give GoViral written notice of default. GoViral must be offered a reasonable period in which to perform the Agreement.
   

Article 6. Formation of the agreement

1. The agreement is concluded at the moment the Client accepts the offer and agrees to the general terms and conditions of GoViral.
2. Agreements between GoViral and Client are concluded via internet, e-mail or written confirmation (letter).
3. If the Client cancels the assignment or dissolves the agreement without justifiable reasons, it is liable for damages in accordance with these general terms and conditions.
4. GoViral retains the right, without giving reasons, to reject an order.
5. GoViral shall not be bound by oral agreements if they have not been confirmed in writing by Goviral.
6. If there is a continuation of an order with a fixed schedule and fixed daily costs, GoViral is entitled to collect these costs from the Client on the last day of each month going forward.

Article 7. Modification of the project

1. If, during the execution of the agreement, it becomes apparent that it is necessary to amend or supplement the agreement, the parties will proceed to amend the agreement in good time and in mutual consultation.
2. Without being in default, GoViral may refuse a request to amend, supplement or withdraw from the Agreement if this could have qualitative and/or quantitative consequences, for example for the work to be performed in that context. GoViral is then entitled to payment for the work performed to the original order.
3. If the Agreement is amended or supplemented, this may affect the time of completion of the performance. GoViral will inform the Principal of this as soon as possible.
4. If the amendment or supplement to the Agreement has financial and/or qualitative consequences, GoViral will inform Principal in advance.
5. If the amendment or supplement to the Agreement is the result of circumstances attributable to GoViral, GoViral will not charge any additional costs. If the amendment or supplement to the Agreement is the result of circumstances attributable to the Client, GoViral will charge additional costs.

Article 8. Cancellation or early termination of the project

1. If GoViral cancels a placed order in whole or in part, all costs incurred, the hours spent, plus any supply and delivery costs thereof and the working time reserved for the execution of the agreement shall be charged to GoViral in full.
2. If the work has been performed or matter has been created in accordance with the Client's specifications and is therefore personal in nature and cannot be cancelled due to its nature, GoViral will charge the Client for the entire offer, now the agreed price for the work and/or matter.

Article 9. Execution and delivery of services

1. GoViral shall be liable for any delay in providing services, unless there is force majeure on the part of GoViral. Such liability shall be limited to a maximum of the stipulated invoice value. If a deadline is exceeded, the Principal must therefore give GoViral written notice of default. GoViral must be offered a reasonable period of time to still perform the Agreement.

Article 10. Suspension and dissolution

1. At such time as the Client is declared bankrupt, applies for a provisional suspension of payments, or a request by the Client, a natural person, for statutory debt rescheduling to be applied is granted by the court, or the Client loses the power of disposition of his assets or parts thereof due to attachment, placement under guardianship or otherwise, or if the Client has evidently become unable to meet his financial obligations, GoViral has the right to declare any agreement with the Client to be dissolved without judicial intervention.
2. Due to the dissolution, mutually existing claims shall become immediately due and payable. Client shall be liable for damages suffered by GoViral.
3. If GoViral has reasonable doubt about Client's ability to pay, GoViral is authorized to postpone the performance of the work until Client has provided security for payment. Client shall be liable for the direct and indirect damage to be suffered by GoViral for this delayed delivery.

Artikel 11. Samenwerking en reactie tijden klant

1. Wanneer opdrachtgever niet binnen 3 werkdagen reageert op een voorstel van de creators, de scripts dan mag GoViral doorgaan zoals voorgesteld m.u.v. door de klant tijdig gecommuniceerde uitzonderingen.
2. Opdrachtgever heeft 3 werkdagen om een revisie op de video’s te geven. Hierna mag GoViral de opdracht als afgerond zien m.u.v. door de klant tijdig gecommuniceerde uitzonderingen.

Article 12. Payment and collection costs

1. Unless expressly agreed otherwise, payment must be made in advance by means of an invoice sent or by bank transfer. The payment period is 14 days. GoViral may, however, stipulate that Client must pay an advance of at least 33% before GoViral will commence performance of the agreement. GoViral shall inform Client of this in good time. Any additional work (after consultation and written confirmation) will be invoiced afterwards, which is also subject to a payment term of 14 days.
2. The amounts payable by the Client to GoViral under the Agreement shall be invoiced. Payment must be made in euros (€) and within the payment term stated in the Agreement, being the fatal payment term. If the Agreement does not specify a payment term, payment must be made within fourteen (14) days of the invoice date, being the fatal payment term.
3. The Client cannot invoke any right of discount, suspension or set-off. Set-off by the Client shall only be permitted if GoViral has acknowledged the Client's claim In Writing.
4. GoViral is obliged at all times and irrespective of the agreed payment terms to provide security for payment of the amounts owed to GoViral under the Agreement at GoViral's first request. The security offered must be such that the claim with any interest and costs falling thereon is properly covered and that GoViral will be able to collect it without difficulty. Any security that subsequently becomes insufficient will be supplemented to an appropriate security at the GoViral's first request.
5. Payments, regardless of the agreement, shall be deemed to have been made first in payment of interest and costs due and then in payment of the oldest outstanding invoice.
6. If the term of payment is exceeded, Client shall be in default by operation of law and shall subsequently owe contractual interest of 1.5% per month (cumulative) on the amount due, each month commenced counting as a full month, without prejudice to any other rights GoViral may enforce against Client for non-payment or late payment.
7. GoViral is entitled and authorised, if a situation of default arises, to immediately suspend and discontinue the performance of the Agreement until the Client has paid its outstanding financial obligations in full.
8. If GoViral is forced to outsource its claim, in addition to its further claims for damages, all related costs shall be borne by Client, both judicial and extrajudicial, the latter set at 15% of the amount to be claimed, with a minimum of €750 (seven hundred and fifty euros). The amount to be claimed in this case means the total of the outstanding invoice amounts plus the (contractual) interest due.

Article 13. Complaints procedure

1. Complaints about the work performed by GoViral must be made known to the GoViral, with reasons, within 30 days after the complaint arose, or within 14 days after completion of the work, by email or telephone.
2. If a complaint is well-founded, GoViral shall have the opportunity to investigate and remedy the defect. If this proves impossible, G shall amend the invoice amount in proportion to the complaint.

Article 14. Force majeure

1. GoViral is not obliged to fulfil any obligation towards the Client if he is prevented from doing so as a result of a circumstance that is not attributable to fault, and which is not for his account by virtue of the law, a legal act, or because of generally accepted views.
2. In these general terms and conditions, force majeure means, in addition to its definition in law and case law, all external causes, foreseen or unforeseen, over which the GoViral cannot exercise any control, but which prevent the GoViral from fulfilling his obligations. This shall include, but not be limited to, an inability of the persons or resources made available to perform the work of the project, e.g. due to illness.
3. If there is a case of force majeure, Client shall notify GoViral immediately in writing, stating the cause of the force majeure.
4. GoViral is entitled to invoke force majeure if the circumstances preventing (further) fulfilment of the agreement occur after GoViral should have fulfilled its obligation.
5. GoViral has the right, during the period of force majeure, to suspend its obligations under the agreement. If this period lasts longer than 1 month, both the Client and GoViral are entitled to dissolve the agreement, without any obligation to compensate the other party for the damage suffered. If the aforementioned situation arises when the Agreement has been partially fulfilled, GoViral shall be entitled to invoice the part already fulfilled separately. The Client will then be obliged to pay this invoice as if it were a separate agreement.
6. Client has the right to cancel the order in writing after being notified that there is force majeure on the part of GoViral.

Article 15. Liability

1. The GoViral liability is limited to the damage that can be regarded as an immediate and obvious consequence of the non-performance or defective performance.
2. If GoViral is liable, this liability is limited to what is regulated in this provision.
3. If GoViral is liable for any damage, such liability shall be limited to a maximum of the invoice value of the order, or at least to that part of the order from which the liability directly arose.
4. For long-term assignments, liability is limited to a maximum of the invoice value for two calendar months with a maximum of €2,500.
5. In any case, the obligation to pay compensation on account of the GoViral's liability shall never exceed the amount paid out by his insurer in the relevant case, plus the GoViral's own risk.
6. GoViral shall never be liable for indirect damage. Indirect damage means: consequential damage; lost profit; missed savings; damage due to business or other stagnation.
7. GoViral shall never be liable for damage resulting from defects in work performed by third parties or goods supplied by third parties.
8. The limitations of liability set out in these terms and conditions do not apply if the damage is due to intent or gross negligence of GoViral and/or its subordinates.
9. Client is obliged to report the damage to GoViral within 2 months of becoming aware of it.
10. As far as the work is concerned, there is an obligation of effort and not of result.

Article 16. non takeover clause

1. During the term of the Agreement and for a period of one (1) year following its termination, the Client shall not, without the written consent of GoViral, employ, hire or otherwise influence in any way, directly or indirectly, employees of GoViral to terminate their employment with and/or work for GoViral. This includes employees, hired models, actors, actresses and other persons who have performed work for the GoViral, whether or not for the benefit of the Client.
2. By violation of the provisions of paragraph 1 of this article, Client shall automatically be in default and Client shall owe GoViral an immediately payable penalty of €10,000.00 (ten thousand euros) per violation, plus a penalty of €1,000.00 (one thousand euros) for each day that the violation continues. This is without prejudice to the GoViral's right to claim (full) damages from the Client.

Article 17. Intellectual property

1. With regard to intellectual property rights, GoViral retains all rights to the products of its mind used, developed or to be developed in connection with the Agreement.
2. Client may not disclose, reproduce or exploit the said products, with or without the help of third parties, without the GoViral's express written consent. These products include advice, reports, reports, working methods, (model) contracts, trademarks, logos and other creative works of GoViral's in the broadest sense of the word. The Client may only reproduce the written documents for internal use, provided this is in line with the purpose of the Agreement.
3. Client must immediately notify GoViral In Writing of any infringement or potential infringement of GoViral's intellectual property rights. It is the sole responsibility of GoViral to decide whether legal action will be taken against such infringements.

Article 18. Applicable law

1. Unless expressly agreed otherwise, disputes arising from the agreement are subject to Dutch law.
2. Without prejudice to the GoViral's right to submit a dispute to the court with jurisdiction under the law, disputes between the parties will in the first instance be submitted to the competent court in GoViral's tractor's place of business, unless the law imperatively requires otherwise.