Definitions

a. MATCHDAY: de vennootschap onder firma met MATCHDAY B.V.
b. Opdrachtgever: iedere partij die een Overeenkomst aangaat met MATCHDAY of een offerte aanvraagt bij MATCHDAY.
c. Partijen: MATCHDAY en Opdrachtgever tezamen.
d. Algemene Voorwaarden: deze algemene voorwaarden van MATCHDAY.
e. Overeenkomst(en) /Opdracht(en): een Overeenkomst tussen MATCHDAY en Opdrachtgever / een Opdracht van MATCHDAY aan Opdrachtgever waarbij MATCHDAY diensten en/of producten levert aan Opdrachtgever gedurende een periode zoals tussen Partijen overeengekomen.
f. Diensten: alle door MATCHDAY aangeboden diensten, die het voorwerp zijn van een aanbieding, offerte, Overeenkomst, Opdracht of andere rechtshandeling tussen MATCHDAY en de Opdrachtgever.
g. Producten: alle door MATCHDAY aangeboden producten, die het voorwerp zijn van een aanbieding, offerte, Overeenkomst, Opdracht of andere rechtshandeling tussen MATCHDAY en de Opdrachtgever

1. General
1. These General Terms and Conditions apply to all offers, activities, quotations, agreements and the execution thereof between MATCHDAY and Customer(s) or their legal successors.
2. It is not possible to deviate from these General Terms and Conditions unless this has been agreed in writing between MATCHDAY and the Client. In the event of any conflict between the General Terms and Conditions and those of any Client or third party, these General Terms and Conditions shall prevail.
3. Additional and/or different terms and conditions / clauses of a Customer or third party are not binding for MATCHDAY unless accepted in writing by MATCHDAY. All conditions and/or clauses referred to by the Customer on its stationary etc. are not applicable to our quotations and/or Agreements concluded with us and are never binding for us, unless this deviating condition is explicitly stipulated by us, only for the Agreement in question.

2. Quotations and Agreement
1. The quotations provided by MATCHDAY are based on the information provided by the Client. The Client guarantees that it has, to the best of its knowledge, provided all the essential information for the design and execution of the Order.
2. All quotations by MATCHDAY are without obligation, unless otherwise agreed in writing. Descriptions in quotations, offers and/or estimates are as accurate as possible but do not bind MATCHDAY. MATCHDAY is only bound by its written confirmation of the Order.
3. Agreements between MATCHDAY and Customer are only concluded if and insofar as quotations or orders have been accepted by MATCHDAY or are considered to have been concluded if MATCHDAY has already started with the execution of the activities / services. The order confirmation is deemed to reflect the Agreement accurately and completely. The order confirmation is tacitly accepted by the client if no written objections are made within ten days of the order confirmation.
4. Any subsequent additional agreements or modifications as well as (verbal) agreements and/or commitments made by one of our employees are only binding for MATCHDAY if these have been confirmed in writing by MATCHDAY.
5. All delivery periods quoted by MATCHDAY are approximate only and shall never be regarded as deadlines unless expressly agreed otherwise. MATCHDAY is entitled to suspend the
delivery as long as Customer has not fulfilled all its obligations towards MATCHDAY. This suspension applies until Customer has fulfilled these obligations.

3. The contract price
1. All prices quoted are exclusive of VAT and will be increased by the turnover tax applicable at the time of invoicing.
2. The calculation of the order price is based on the expectation that the price and wage factors calculated in the order price will remain the same as at the time of MATCHDAY's order confirmation. If the Agreement has a term of more than three months, MATCHDAY is entitled to pass on any increases in costs incurred after the three month term and consequently to adjust the agreed rates or the total price and charge these to the Customer. It shall immediately inform the Customer of this.

4. The costs
1. Additional costs relating to a request from the Client to process the Order urgently, or necessary express orders and other costs not to jeopardise the progress of the Order shall at all times be borne by the Client.
2. Furthermore, the prices are based on the working hours applicable within MATCHDAY's company. If, in consultation with the Customer, this must be deviated from, the additional costs shall be charged to the Customer, to the extent that the Agreement does not stipulate otherwise. If the activities are related to a work area outside of the Netherlands, all resulting additional costs shall be charged to the Customer.

5. Terms of payment
1. Payment shall be made within thirty days of the invoice date, unless otherwise agreed in writing. The payment term is to be considered as a deadline. The value date indicated on MATCHDAY's bank statements is decisive and is therefore considered to be the payment date.
2. If the Customer does not pay on time, he is immediately in default by the mere fact of non-payment, without any notice of default being required. In the event that the payment term is exceeded, the Customer owes MATCHDAY an interest of 1% per month of the invoice amount for all late payments from the due date of the invoice. The Client also owes MATCHDAY all legal, judicial and extrajudicial (collection) costs incurred by MATCHDAY. If the Order has been made by more than one Client, all Clients are jointly and severally liable for the fulfilment of their obligations resulting from the Agreement, regardless of the name of the invoice.

6. Dissolution and suspension
1. If Customer does not, not timely or not completely fulfill one or more of its payment obligations, MATCHDAY is entitled, without notice of default or judicial intervention and without being held to any compensation, to dissolve the relevant Agreement with immediate effect by means of a written announcement or to postpone delivery, without prejudice to MATCHDAY's right to claim full compensation.
2. MATCHDAY is entitled, without any reminder or notice of default being required, to dissolve the Agreement fully or partially with immediate effect outside of court by means of a registered letter if:
a. the Customer applies for a (provisional) suspension of payment or if it is granted a (provisional) suspension of payment;
b. the Client files for bankruptcy or is declared bankrupt;
c. the Client's company is wound up;
d. the Client discontinues its current company;
e. a considerable part of the Client's capital is seized, or if the Client must otherwise no longer be deemed capable of fulfilling the obligations arising from the Agreement.

7. Non-attributable shortcoming: Force majeure
1. In case of force majeure for MATCHDAY its obligations under the Agreement shall be suspended for as long as the force majeure situation persists. Force majeure is understood to be any circumstance beyond the control of MATCHDAY which permanently or temporarily prevents the execution of the Agreement and which is not for its risk according to the law or standards of reasonableness and fairness.
As soon as MATCHDAY experiences a force majeure situation as mentioned in paragraph 1 of this article, it shall inform the Customer.
3. Insofar as not already included in this, force majeure also includes: strike, sit-down strikes, blockades, embargo, government measures, war, revolution and/or any similar situation, power failure, failure of electronic communication lines, fire, explosion and other calamities, water damage, flooding, earthquake and other natural disasters as well as extensive illness of epidemiological nature of personnel.
4. As long as the force majeure situation persists MATCHDAY's obligations shall be suspended.
5. If the force majeure situation has lasted for three months, or as soon as it is determined that the force majeure situation will last longer than three months, each of the Parties is entitled to terminate the Agreement prematurely without observing any notice period and without paying any damages, costs or interest. The Customer is also obliged after such termination to pay MATCHDAY the fees owed by the Customer related to the period before the force majeure situation.
6. MATCHDAY is not obliged to compensate for any damages incurred by the Customer during the force majeure situation nor is it obliged to do so after the termination of the Agreement as stated in paragraph 5 of this article.

8. Culpable shortcoming
1. Complaints about the way in which MATCHDAY fulfils the Agreement must be reported in writing to MATCHDAY by the Customer within ten days after they have been made.
2. MATCHDAY shall investigate the accuracy of the complaints.
3. In the event of a faulty performance MATCHDAY is entitled to remedy the faulty performance after which the service shall be continued or to pay compensation of only the direct damage suffered which shall be limited to the amount quoted for two action weeks, whereby the amount per week shall be determined by the average of the four action weeks preceding the complaint.

9. Liability
1. The Customer shall indemnify and hold harmless MATCHDAY against any claims from the Customer and/or third parties due to damages occurring due to or in connection with the goods delivered or services performed by MATCHDAY.
2. MATCHDAY is not liable for any direct or indirect damages, consequential losses, trading losses, intangible losses, damage caused by subordinates even if this is due to their intention and/or gross negligence.
3. MATCHDAY is in particular not liable for any direct or indirect damage, consequential loss, trading loss, immaterial damage suffered by the Customer and/or third parties caused by the written final results and advice provided to the Customer.
4. In the case of the delivery of addresses MATCHDAY is not liable for any direct or indirect damage, consequential damage, trading loss, immaterial damage suffered by the Customer and/or third parties due to the failure of the file owner.
5. In the case of supplying addresses from external file owner, MATCHDAY only fulfils a brokerage function. In the event of the Client's negligence or bankruptcy, the address provider can only hold MATCHDAY financially responsible for the commission applicable to the transaction in question. The Customer guarantees that it will not use the services and/or products:
a. in such a way that the rights of MATCHDAY or third parties are infringed and/or;
b. in an otherwise unlawful manner, including IP rights and rights to protect personal privacy; and/or
c. in violation of applicable laws or regulations; and/or
d. in violation of any provision of the Agreement.

10. Involving third parties in the execution of the order
1. The involvement or engagement of third parties in the execution of the order by the Client or by MATCHDAY shall only take place in mutual consultation.

11. Amendments to the Order or additional work
1. The Client accepts that the time schedule of the Assignment may be affected if the Parties agree in the meantime to expand or change the approach, working method or scope of the Assignment and/or the work arising from it.
2. If the interim change affects the agreed fee or the reimbursement of costs, this will be reported to the Client as soon as possible.
3. If an interim change to the Order or the execution of the order arises due to actions of the Client, MATCHDAY shall make the necessary adjustment if the quality of the service demands it. If such an adjustment results in additional work, this shall be confirmed to the Client as an additional Order and the additional costs shall be charged to the Client.
12. Duration of the Assignment
1. In addition to MATCHDAY's efforts, the duration of the Order can be influenced by all kinds of factors, such as the quality of the information it receives from the Client and the cooperation it provides. The lead times mentioned in the Agreement for carrying out the Order are therefore approximate. The periods will be observed as much as possible, but are not binding.
2. If the lead time is exceeded, for whatever reason, the Customer will never be entitled to compensation, rescission of the Agreement or non-performance of any obligation ensuing for him from the Agreement concerned or any other Agreement related to this Agreement, nor will it be entitled to have work carried out by or with the aid of third parties for the performance of the Agreement concerned.
3. If the final invoice has been approved by the Client, the Assignment shall be deemed to have been terminated. If the Client has not responded within ten days after the date of the final invoice, the final invoice shall be deemed to have been approved.
13. Premature termination of the order
1. The Client shall be entitled to terminate the Assignment prematurely by means of a written statement if it can make it plausible that the assignment can no longer be carried out in accordance with the confirmed offer and any subsequent additional obligations.
2. MATCHDAY must be compensated immediately and without further notice for any costs incurred and losses incurred as a result of the premature termination by the Customer. The outstanding invoices for work performed shall be paid immediately by the Client to MATCHDAY, regardless of any payment terms.
3. The Order shall be terminated by MATCHDAY with the obligation of the Client to compensate MATCHDAY for all costs and damages resulting from this. MATCHDAY retains the right to payment of invoices for work performed to date, whereby the preliminary results of the work performed to date shall be made available to the Client. To the extent that this involves additional costs, these shall be charged by MATCHDAY to the Client.

14. Security
MATCHDAY is entitled after entering into the order, before continuing to perform, to demand security from the Customer that the payment obligations will be fulfilled. If the Customer refuses or fails to provide security within the time period set by MATCHDAY, MATCHDAY is entitled to terminate the Agreement by written declaration. The Customer is obliged to reimburse MATCHDAY for any damage suffered by MATCHDAY due to its refusal or failure to provide security.

15. Intellectual property rights
1. If and insofar as the delivered products, performed services and/or results are already subject to existing intellectual property rights of Customer, Customer hereby grants MATCHDAY a license during the term of the Agreement with respect to such rights.
2. MATCHDAY shall own and keep all intellectual property rights resulting or arising from the work performed for Customer. Customer shall do everything that can reasonably be expected of it in order for MATCHDAY to obtain the aforementioned intellectual property rights.

16. Confidentiality
1. MATCHDAY and the Customer undertake not to disclose to any third party any product, market, customer or company information concerning the other party, unless this information i) is of general knowledge, without this being due to a violation of the present confidentiality obligation, (ii) has been independently developed by the other party without the use of this information, (iii) has been lawfully obtained by the other party from a third party and which third party is not bound by a similar confidentiality obligation, or (iv) must be disclosed
pursuant to laws or regulations, a court ruling or a decision of a regulatory authority. MATCHDAY and the Customer undertake to use the aforementioned information exclusively for the execution of the Agreement concluded between them and undertake to impose the same obligations as stated above on persons employed by them in the execution of the Agreement concluded between them. The above obligations of confidentiality shall remain in force for the duration of this Agreement and for two years after its termination.

17. Personal data
1. When executing its obligations under an Agreement, the Client shall comply with all applicable laws and regulations regarding the protection of personal data related to MATCHDAY (such as employees, customers, business relations and contacts of MATCHDAY), in particular the Personal Data Protection Act. The client processes personal data relating to MATCHDAY only on the instructions of and in accordance with the regulations of MATCHDAY (unless required by law) and only to the extent necessary for the fulfilment of its obligations. The Principal shall take appropriate technical and organisational measures to protect personal data relating to MATCHDAY against unintentional or unlawful processing (including, but not limited to, the non-necessary collection or further processing thereof). These measures ensure an adequate level of protection, taking into account the state of the art and the costs of taking and implementing them as well as the risks associated with the processing and the nature of the data to be protected. The Client shall immediately notify MATCHDAY in writing if the above measures have been violated, stating which personal data are involved and who is affected by such violation. The Client shall indemnify MATCHDAY for all costs incurred by MATCHDAY as a result of such violation. Personal data relating to MATCHDAY may not be processed by or on behalf of the Customer in a country that is not a member of the European Union without MATCHDAY's prior written consent.

18. Retention of title
1. As long as the Client has not fully complied with its payment obligations, the written documents and other items (related to the end result) remain the property of MATCHDAY and MATCHDAY retains ownership. Regardless of the foregoing, all documents prepared by MATCHDAY in the execution of the Order / Agreement and all data collected by MATCHDAY remain the property of MATCHDAY and all intellectual property rights belong to MATCHDAY.

Miscellaneous
1. These General Terms and Conditions, all quotations, agreements, assignments and the execution thereof are governed exclusively by Dutch law. Disputes between MATCHDAY and the Customer shall exclusively be brought before a Dutch court.
2. In the event that any provision of these General Terms and Conditions is declared null and void or annulled, the remaining provisions shall remain in full force. MATCHDAY shall then determine a new provision to replace the void/cancelled provision, taking into account, as much as possible, the scope of the void/cancelled provision.
3. Changes or additions to these General Terms and Conditions are only valid if agreed in writing between Parties. Parties may only deviate from (the provisions arising from) this Agreement if agreement has been reached between the Parties in this respect.
4. MATCHDAY is entitled to make use of third parties for the execution of the agreement.
5. The rights and obligations from the Agreement cannot be (sub)licensed or transferred to a third party by the Customer, unless MATCHDAY expressly agrees to this in writing.
6. MATCHDAY can (sub)license the rights and obligations resulting from the Agreement and/or transfer
to a third party without the consent of the Customer.
7. If MATCHDAY does not at any time invoke a right or power due to it under the Agreement or the law
this does not imply a relinquishment of that right or power.