Purchase Conditions of VIP Response B.V.

Applicability

1.1 These purchase conditions apply to all quotations, offers, orders and agreements regarding goods to be delivered, and services to be rendered (“Agreement(s)”), whereby VIP Response B.V. (“VIP Response”) acts as purchaser or acquirer of goods and/or services in connection with marketing campaigns (“Supplies”) as delivered by publisher (“Publisher”).

Concluding an Agreement / Delivery of Supplies

2.1 Agreements between VIP Response and Publisher will be concluded after the Publisher has been registered on the VIP Response online platform (“Dashboard”).

2.2 Through its Dashboard, VIP Response provides the possibility for Publisher to generate Supplies for by Publisher selected clients of VIP Response (“Advertiser(s)”) and/ or marketing campaigns. VIP Response retains the right to decide which Advertisers and/ or marketing campaigns are made available to which individual Publisher. VIP Response retains the right to change, redefine or terminate provided information (including but not limited to possible Advertisers and marketing campaigns) on its Dashboard.

2.3 Delivery of Supplies by Publisher will only be considered as accepted by VIP Response, if the Supplies have been accepted by the Advertisers (not to be confused with the confirmation of receipt of VIP Response). Advertisers may accept or reject the Supplies at their own discretion. The Publisher acknowledge and accepts that Advertisers may reject the Supplies and that the acceptance procedure will take 15 days.

Quality of the Supplies / Obligations Publisher

3.1 Publisher warrants that the Supplies are suitable for the use of VIP Response and Advertisers in question. Publisher guarantees that the Supplies will comply fully with the stated specifications on the Dashboard regarding the properties and qualities of the Supplies, and meet the standards applicable in the Publishers’ branch of industry.

3.2 Publisher shall only apply the allowed traffic types or generations mechanisms listed on the Dashboard. The Publisher undertakes to refrain from invalid traffic types or generation mechanisms.

3.3 Publisher undertakes to refrain from using media channels which contain content of illegal activities, violent, pornographic, erotic, pedophilia, religious, political or racist nature and the like.

3.4 Publisher is not entitled to being admitted as Respondent (as hereinafter defined in article 4.1).

3.5 Publisher warrants that its profile on the Dashboard is correct and complete. If applicable, Publisher shall submit it VAT registration number. If Publisher’s profile changes after registration, the Publisher will notify VIP Response immediately and shall adjust its profile.

Privacy

4.1 Publisher generates Supplies by (inter alia) collecting data of respondents (“Respondents”) who gave their permission to use these data. Publisher warrants to supply, at a minimum, the following information to all Respondents:

Type of requested (personal) data.
Information concerning the Advertiser.
Purpose of collecting.
4.2 In addition to article 4.1, Publisher’s processing of personal data shall at all times comply with the applicable Dutch regulations (Wet bescherming persoonsgegevens) on the automated processing of personal data, vis-à-vis the competent bodies and, more generally, to be liable for all obligations imposed by the said regulations.

Intellectual property rights

5.1 Publisher guarantees that the Supplies shall not infringe any patent rights, trademark rights, model rights, copyrights or other intellectual property rights of VIP Response or any third parties and indemnifies VIP Response with regard to any (alleged) claim, action or proceedings in this respect.

5.2 If the Supplies contain intellectual property rights, then these are hereby transferred to VIP Response, whereas VIP Response hereby accepts these rights.

Rejecting Supplies / Suspend payment obligation / Termination

In case of a breach of the requirements referred to in article 3, 4 and 5, VIP Response is entitled to reject Supplies (retrospectively), suspend its payment obligations or terminate an Agreement (which includes denying access to the Dashboard) with immediate effect, without requiring a notice or judicial intervention and without prejudice to VIP Response’ other rights towards the Publisher.

Prices / Payment

7.1 Remunerations are fixed and excluding VAT.

7.2 VIP Response monitors and records the Supplies which have been accepted by Advertisers (“Tracking”). Only the Tracking by VIP Response is decisive for the identification of the calculation of the remuneration. VIP Response shall provide the Tracking information monthly on the Dashboard (“Tracking Date”).

7.3 VIP Response will credit the remunerations to Publisher without requiring an invoice. VIP Response will only credit the remunerations after the Supplies have passed the Tracking as referred to in article 7.2.

7.4 VIP Response retains the right to reject Supplies retrospectively. If previously accepted Supplies are rejected for any reason (including the event of non-compliance with any of the requirementsreferred to in article 3, 4 and 5), the Publisher loses the right to payment for these Supplies. If the Supplies have already been paid for by VIP Response, the Publisher will return the amounts in question within 10 calendar days of date of the rejection by VIP Response.

7.5 Without prejudice to its statutory rights and rights referred to in this article 7, VIP Response shall pay the remunerations to the Publisher within 60 calendar days of the Invoice Date.

Use by Dailymailz

8.1 As well as the selected Advertisers, generated Supplies by Publisher may be used by the VIP Response label Dailymailz. VIP Response will refrain from using Supplies for its own labels other than Dailymailz.

8.2 No remuneration will be payable by VIP Response relating the use of Supplies by Dailymailz.

Liability

9.1 Publisher is liable for, and shall indemnify VIP Response against, all loss and/or damage incurred by VIP Response, arising from or related to a culpable failure on the part of the Publisher to fulfil any obligation arising from an Agreement or arising from an unlawful act committed by the Publisher against VIP Response, its subordinates or third parties.

9.2 In the event of liability of Publisher as referred to in these purchase conditions, the Publisher shall also be liable for any judicial and extra-judicial costs, reasonably incurred by VIP Response to obtain settlement of its claim in addition to which VIP Response in any case will be entitled to charge the Publisher 10% of the total claim with a minimum of € 250 for extra-judicial costs, such unless the real extra-juridical costs are higher and such also to encourage the proper performance by the Publisher.

9.3 In the event of a culpable failure on the part of VIP Response to fulfil any obligation arising from or related to an Agreement or in the event of an unlawful act committed by VIP Response, VIP Response’s liability shall in all cases be limited to direct loss or damage amounting to € 5.000,– per event or series of events with the same cause of damage or to the total remuneration due in the preceding calendar year (excluding VAT) (whatever is the lower). Liability for indirect loss or damage (including but not limited to loss of profit, loss of revenue, loss of use and loss of opportunity) is excluded. A limitation of liability within the meaning of this article does not apply to loss or damage resulting from consciousness recklessness (‘bewuste roekeloosheid’) or willful misconduct (‘opzet’) on the part of VIP Response or it managerial personal.

Confidentiality

10.1 The Publisher shall not disclose third parties with any information (including but not limited to agreed remuneration) received by in the context of the Agreement, without VIP Response’ written approval. In case of a breach of this article, the Publisher will forfeit an immediately claimable penalty of € 15,000 per breach and of € 5,000 for each day that the breach continues, without prejudice to VIP Response’ other rights towards the Publisher.

Assignment and subcontracting

11.1 The Publisher may not transfer, assign or encumber any of it rights or obligations under the Agreement, without the prior written approval of VIP Response.

11.2 The Publisher shall not subcontract or otherwise outsource the Supplies, without VIP Response’s prior written consent. Where VIP Response authorizes subcontracting, the Publisher shall provide at VIP Response’s first request, with the name address and residence of the aforementioned third party. The Supplier shall be fully responsible for all Supplies subcontracted to third parties and shall in any event be liable to VIP Response for any matters arising from the delivery of Supplies by subcontractors.

Noncompetition

During a period of 3 months after Publisher has received remunerations of VIP Response, Publisher (as well one of its group companies for the purposes of Article 2:24b Dutch Civil Code) shall refrain from approaching Advertisers and shall neither directly, nor through the intermediation of any third party conclude marketing agreements with Advertisers in the broadest sense of the word. In case of a breach of this article, the Publisher will forfeit an immediately claimable penalty of € 15,000 per breach and of € 5,000 for each day that the breach continues, without prejudice to VIP Response’ other rights towards the Publisher.

Applicable law, competent court

13.1 Dutch law shall apply to all Agreements between VIP Response and the Publisher, with the exception of the Vienna Sales Convention.

13.2 Any dispute arising between the parties will be judged by the competent court in Utrecht, the Netherlands.

VIP Response can amend these purchase conditions. Amendments and such will come into effect 30 days after the date of sending the amended conditions by VIP Response to the Publisher, unless Publisher registers a notice of objection.