Legal Notice

Terms and Conditions Contentway B.V. from 2022

I. Validity range (1) These terms and conditions apply between Contentway B.V. and the organization’s (the customer/customers) who participate in Contentway B.V.’s publications. (2) Contentway B.V. carries out all services solely on the basis of the terms and conditions that applied the moment the order was placed. Customers usually receive these terms and condition in advance, but at the latest at the same time as the order confirmation. (3) Alternative (verbal) agreements, restrictions, alterations or additions have to be submitted to Contentway B.V. in writing and are only valid when confirmed in writing by Contentway B.V.. (4) Alternative terms and conditions or purchasing conditions set up by the customer do not apply.

II. Concluding the contract

(1) Offers sent by Contentway B.V. are not binding. They only form an invitation for the customer to accept a legal offer. (2) By accepting the offer, the customer shows interest in participating in one or multiple publications by Contentway B.V.. Confirmation can occur verbally or in writing (e-mail suffices). The contract is only concluded after a verbal (for example by phone) or written (e-mail suffices) agreement to the order confirmation sent by Contentway B.V..

III. Contentway B.V.’s products (possibilities to participate) (1) Contentway B.V. creates special, thematic publications in print and digital formats. The customer can book one or more formats in said publications. They can choose from the following forms of participation:

1. Advertising content
   

• advertising content from a company according to the material requirements as specified in the Attachment (1) mentioned below (III paragraph 2 section 2).
• the content will be delivered by the customer
• the content will be labelled as an advertisement, advertorial or sponsored content and the category according to the quality requirement (f. ex. portrayal of the company, portrayal of the product or portrayal).

2. Advertisement

• A classic advertisement designed by the customer, labelled as advertisement and surrounded by editorial content. (2) The characteristics of the aforementioned forms of participation and further details can be found in the currently valid material specifications as mentioned in Attachment (1), which is sent with the offer [and/or] Terms and Conditions and that is part of said Terms and Conditions. (3) Orders for other forms or categories and/or other products are only binding after consultation, potentially after demonstration of an example of the product, and with written confirmation by Contentway B.V.. If this is the case, an additional allowance of 20% will be charged over the previously agreed upon price. (4) In principle, the customer has no claim to a specific placement within the publication. An agreed upon placement is only binding after written confirmation by Contentway B.V.. If this is the case, an additional allowance of 20% will be charged over the previously agreed upon price.

IV. Right of refusal by Contentway B.V. (1) Contentway B.V. reserves the right to refuse contributions that do not comply with the requirements mentioned in article III of the terms and conditions, including the material requirements as specified in Attachment 1, or label them differently or publish them as a different form of publication. This especially applies when the contribution is delivered as advertising content. (2) When a contribution is refused, the customer gets a one-time request with a specified deadline to deliver a contribution that complies with the material requirements that were agreed upon when the order was confirmed. If the customer fails to deliver a new contribution, or delivers another contribution that does not meet the requirements, before this deadline, Contentway B.V. can either refuse to place the contribution or label the contribution as an advertisement and place it as such. This decision lies with Contentway B.V. and the customer will be notified about this decision immediately. The customer does not have the right to withdraw the confirmation based on this refusal or because of the change in label. The responsibility for payment especially cannot be refrained from. (3) This also goes for the non-observance of technical requirements and/or quality requirements. (4) Contentway B.V. also reserves the right to refuse customer contributions for other important reasons. Reasons for refusal can for example be (but are not limited to) the following:

• the content is in contravention with laws or official regulations,
• the content contains advertising from or for a third party,
• the content contains political or religious statements
• the content supports the arms industry
• when the content markets medical substances, medical substances are described or mentioned by name. (5) When Contentway B.V. does not use the right to refuse customer contributions that contain third party advertisements and publicizes them regardless, Contentway B.V. reserves the right to claim an additional fee on top of the agreed upon price. (6) The refusal of a customer contribution is immediately communicated to the customer. The customer gets a reasonable term to deliver a new or changed contribution to avoid refusal or additional fees. (7) Contentway B.V. is not obligated to check every customer contribution for possible grounds for refusal. This especially goes for the question whether or not a contribution is an advertisement from or contains advertising for a third party.

V. Delivery of contributions and print specifications (1) Contentway B.V. informs the customer about the final deadline for contributions (deadline material). (2) Only the customer carries responsibility for timely delivery of the material before the deadline and for the quality of the sent material (especially for the specifications with regards to file formats). This goes for texts (for example in a Word-document) as well as pictures and graphics, and also for complete advertisements. The material delivered by the customer must comply with all the specifications that are necessary for the printing of the publication. (3) If delivered contributions (especially advertisements that were designed for this purpose specifically) do not (fully) meet the specifications as stated in the material requirements (Attachment 1), the customer is obligated to send a corrected version straight away upon request from Contentway B.V.. If the customer fails to meet this obligation, Contentway B.V. reserves the right to make the necessary adjustments. Contentway B.V. may make use of the services of a third party to do this. If this is the case, the customer will be responsible for any extra costs made. (4) The customer does not have to send proofs. If the customer does send proofs to Contentway B.V., they will not be forwarded to the printing press, nor will they be a determining factor for the final form of publication. Only the digital material delivered by the customer is decisive. (5) Material and/or proofs will only be returned upon explicit request from the customer. (6) Contentway B.V. is not obligated to save material. Usually, material will be saved for a month after the first publication of the customer contribution and will be deleted afterwards.

VI. Release by the customer (1) Contributions in texts, such as guest contributions, will be placed in the lay-out of the publication (production) by Contentway B.V.. The contributions for which the lay-out has been completed will be sent to the customer, so they can release them or, if necessary, correct them. (2) A maximum of two PDF-files for correction will be sent to the customer for free. From the third request onwards, Contentway B.V. can charge the customer an additional fee of €50. In total, the customer can receive a maximum of 5 PDF-files. (3) The release of the material happens on the production days of the publication in which the customer booked a contribution. The customer will be informed about the date of said publication. The customer is obligated to appoint a contact person for Contentway B.V. for this process in a timely matter. (4) When a contribution is not corrected or sent back by the customer immediately, this counts as a confirmation of release for the contribution (5) If the customer wants to make changes to the material after receiving the fifth PDF-file, this will be considered, but the material is considered to be released. (6) Contributions that are delivered with an already finished layout, such as advertisements, will not be sent to the customer for release after placement in the layout.

VII. Rights of usage (1) The buyer declares that he owns all copyrights, trademarks, and other patents that are needed for the publication of the customer contributions, and that nor texts, nor layouts infringe the rights of third parties. (2) The customer delegates the necessary copyrights and related rights, trademarks and other patents to Contentway B.V. for the use of all material sent to Contentway B.V., both in print and online media of all sorts, including internet. This without restrictions on time, place and content. This especially includes the right to reproduction, publicity, exhibition, broadcasting, public access and disclosure. (3) Next to publication in papers and the distribution on events such as exhibitions, the delegation of rights also includes all other forms of marketing and distributions, as well as currently unknown forms of use. (4) Contentway B.V. especially reserves the right to save customer contributions in databases or have them saved by third parties, to keep them available to be shown upon request and to be offered to third parties. (5) Contentway B.V. also reserves the rights to keep publications or individual contributions to publications in digital form (f. ex. as PDF-files) available or to offer them as a download, regardless of devices and used technology. (6) Contentway B.V. has the right to archive all publications that include customer contributions, or the contributions alone, and to make that archive open without restrictions at any time and in any place. (7) Contentway B.V. has the right to further delegate all rights given to third parties or to delegate single-use copyrights to third parties. (8) The customer agrees upon corrections on all material that has been sent to Contentway B.V. and with the use of new copyrights that might arise due to the corrections. (9) Only the customer carries responsibility for the content and legality of the delivered text and graphic material, and of all the delivered material, such as layouts, that were released for publication. (10) The customer indemnifies Contentway B.V. of all claims by third parties based upon infringements of the rights by customer contributions. Furthermore, Contentway B.V. is indemnified by the customer from any costs that a legal defense might cause as a result of aforementioned claims by third parties. The customer is obligated to assist Contentway B.V. with any information or documentation needed when it comes to a legal defense against third parties.

VIII. Liability of Contentway B.V.. (1) Contentway B.V. uses several different partners for printing and publication. The customer agrees upon this beforehand. (2) If Contentway B.V. is responsible for any shortcomings, incorrect execution of the assignment, or any other juridical ground, the following conditions apply:

• Contentway B.V. is in no way liable for losses as a result or indirect losses, such as (but not limited to) lost profits, missed opportunities, company stagnations or other losses that can be considered non-foreseeable. (3) When it comes to claims according to the law regarding product liability, as well as claims with regards to harm to life, body or health, the aforementioned conditions to not apply. In those cases Contentway B.V. is liable according to laws. (4) All claims against Contentway B.V. (and/or third parties hired by them) with regards to negligence that lead to the incorrect execution of the assignment expire within a year after the statutory limitation period, unless these mistakes were caused intentionally. (5) When it comes to operational failures or matters beyond our control, illegal strikes, unlawful confiscation, traffic disruption, general shortage of material, energy and such – both within the publishing company and within external parties used by Contentway B.V. to meet arrangements, the invoice is shortened in the same relation as the change in relation between the promised distribution and the actual distribution Further liability will – in such cases beyond control and/or abnormal, unforeseen circumstances that make performance by Contentway B.V. nearly impossibly or unreasonably difficult – be excluded. (6) Contentway B.V. maintains a fault margin of 5-7% for publications that are not delivered with the distribution channel. This margin is due to our distribution partner.

IX. Cancellation by the customer (1) Cancellation of a contribution by the customer must be done in writing, and is only valid when confirmed in writing by Contentway B.V.. The costs for cancellation amount to 25% of the agreed upon price for contribution, as long as the cancellation takes place before the editorial meeting. The customer contribution will not be published in that case. (2) When the order is cancelled after the start of the editorial meeting, the cancellation costs will be 100%. That means the right of payment to Contentway B.V. stays intact. When this is the case, Contentway B.V. will try to still include the customer contribution in the publication, as long as this is still possible. (3) A cancellation after production has started is impossible.

X. Cancellation by Contentway B.V. (1) Contentway B.V. can cancel publications at any given time and withdraw from this contract, as long as there are sufficient reasons to do so. Reasons include (but are not limited to) an absence of finances when there is a shortage of companies who wish to participate with customer contributions or inconvenient timing with regards to the subject of the planned publication. The costs of contribution then expire with 100%. Already paid amounts will be transferred back to the customer. In that case, the obligations that Contentway B.V. is obligated to follow up with regards to the contract fully expire. (2) Instead of a cancellation, Contentway B.V. reserves the right to change the date of publication. When the date is changed up to a maximum of 6 weeks after and a maximum of 5 days before the originally planned date, the customer’s order stays in place. The customer will immediately be notified about the change. (3) When the publication date is changed to a date further back in time or further into the future, both Contentway B.V. and the customer have the right to withdraw from the contract. If one of the parties does call upon the right to withdraw, the juridical terms with regards to cancellation stated in paragraph 1 apply. (4) Contentway B.V. has the right to change or remove topics and experts that are featured in the campaign.

XI. Invoice (1) The customer is obligated to inform Contentway B.V. about the correct data with regards to accounts in a timely manner and to communicate possible changes immediately. (2) Contentway B.V. will charge the customer for the delivered services at the latest on the date of publication. (3) When a customer does not agree with the invoice, their complaints/concerns must notify Contentway B.V. in writing within 6 weeks of the date of invoicing and with the mention of invoice number, otherwise the customer can no longer comment on the (possible) inaccuracy of the invoice and the invoice will be considered agreed upon. (4) Contentway B.V. reserves the right to have the invoicing and payment transactions taken care of by third parties and to have their claim to payment done delegated to third parties. If this is necessary, the client agrees upon this already now. (5) All prices mentioned in publications by or offers by Contentway B.V. exclude legal taxes.

XII. Negligence (1) When (timely and complete) payment fail and/or other shortages on the customer’s account occur, Contentway B.V. reserves the right to cancel any further services to the customer until they have completed they obligation(s) (of payment). Especially (but not limited to) the printing of still outstanding contributions having to be completed. Contentway B.V. can ask for payments in advance in those cases. The delay of services does not count as negligence for already booked, but postponed contribution. (2) Media agencies or other third parties that take on assignments from customers of Contentway B.V. are obligated to take the pricelist from Contentway B.V. into account when sending offers, contracts and invoices to their customers. (3) Mediating or other agency costs must be agreed upon with the customers by the mediators themselves and cannot be subtracted from the prices set by Contentway B.V.. This goes in particular for agency costs that are common to the sector, which explicitly excludes the subtraction of costs, unless otherwise agreed upon individually and explicitly. (4) Discounts are only valid for the specific customer, not for associated companies.

XII. Copies (1) Contentway B.V. offers the customer a maximum of five copies of the publication upon request. This must be specified clearly by the customer at the latest at the material deadline. (2) Up to five copies will be sent to the customer without any additional charge. More copies can only be given out if this has been specifically requested by the customer before the material deadline, or when Contentway B.V. has enough copies so that an additional press will not be necessary. Before delivery of additional copies, Contentway B.V. will agree upon an additional charge that must be met.

XIV. Protection of privacy (1) According to article 8, paragraph B of the Wet Bescherming Persoonsgegevens, the collection, saving, changing or transmission of personal data or the use of personal data for commercial means is allowed, as long as the use of this data is necessary for the execution of an agreement in which the concerned is a contributing party or for taking pre-contractual measures in response to the customer’s request that are necessary for reaching an agreement. (2) From the personal data, especially the name of the contact person and his/or e-mailadress and phone number will only be used with regards to completing the contract, and, if necessary, transmitted to third parties that Contentway B.V. uses to fulfill contractual obligations (press, distribution) with inclusion of factoring and accounting. This data will not be passed on to third parties. (3) A correction of this data is possible at any given time by informing Contentway B.V..

XV. Court and choice of jurisprudence (1) The Dutch law applies for all conflicts arising from this contract. (2) The court of choice for all conflicts arising from this contract and claims regarding this contract is the court of Amsterdam unless peremptory rules appoint a different, competent court.