General terms
Terms and Conditions
Article 1: General
1.1 In these General Terms and Conditions, the terms “Client” and “Search Clicks” refer to the following:
Client: any person entering into an agreement with Search Clicks.
Search Clicks: the business name of Search Clicks B.V. in Den Haag (Chamber of Commerce registration number KVK94825726) and registered with the Chamber of Commerce in The Hague.
1.2 When these General Terms and Conditions refer to “in writing,” it includes all communication methods, including email.
1.3 Search Clicks has the right to contact the client for promotional purposes via email and telecommunications, considering the applicable privacy policy available on the Search Clicks website.
Article 2: Applicability
2.1 The provisions in these General Terms and Conditions apply to all agreements and offers made by Search Clicks, including available services and legal relationships between Search Clicks and the Client.
2.2 Other provisions remain valid if deviating in writing from these General Terms and Conditions.
2.3 Changes to these General Terms and Conditions agreed upon in writing apply only to specific and particular cases.
2.4 The General Terms and Conditions need to be agreed upon only once and are then tacitly accepted for all (legal) transactions between Search Clicks and its Clients.
2.5 Even if Search Clicks uses a third party, these General Terms and Conditions apply.
2.6 Search Clicks expressly rejects the application of General Terms and Conditions used by the Client.
Article 3: Offers
3.1 Unless otherwise stated by Search Clicks in writing, all offers and price quotes are non-binding.
3.2 Prices in offers or price quotes are always exclusive of VAT unless stated otherwise by Search Clicks.
3.3 Search Clicks accepts an agreement only if it is responded to in writing with a corresponding order confirmation. The Client may respond in writing within 7 days. After this period, the Client agrees to the terms specified in the agreement between Search Clicks and the Client.
Article 4: Assignment Execution and Services
4.1 While Search Clicks makes every effort to provide the Client with a satisfactory end result, results are not guaranteed.
4.2 It is the responsibility of the Client to ensure that Search Clicks has access to or obtains the necessary data to execute the agreement. If Search Clicks cannot access the required data on time or at all, Search Clicks may suspend the assignment promptly.
4.3 Suspension also applies if Search Clicks performs its activities in phases for the Client. The services belonging to another phase may be suspended until the Client has given written consent and/or payment has been made.
4.4 The timeframe for Search Clicks to receive the necessary data from the Client is essential as the assignment is to be completed within a period of 4 weeks. This time is exclusively reserved for the Client. If the data is not received on time, the 4-week period expires, and the assignment will be completed according to Search Clicks’ schedule after input delivery.
4.5 The client is entitled to a guarantee period of 4 weeks after Search Clicks has delivered the assignment to the Client. Within this period, the Client must test and/or approve the functionalities of the delivered services.
4.6 Search Clicks commences the agreed-upon activities when the Client has paid €75 in administrative fees to Search Clicks. The amount must be credited to the associated bank account.
4.7 The activities related to the agreed-upon assignment between Search Clicks and the Client only start when both parties have given their consent.
Article 5: Assignments
5.1 Search Clicks informs the Client immediately if the delivery time indicated in the quote is not feasible.
Article 6: Analysis and Reporting
6.1 Search Clicks prepares its analyses and reports in accordance with the proposal, quote, or agreement between Search Clicks and the Client.
6.2 If the Client has not specified the method of analysis or reporting, they will be prepared in Dutch or English.
6.3 The amounts or quantities appearing in the analyses and reports of Search Clicks regarding media usage are indicative. No rights can be derived from these amounts or quantities. If the amounts or quantities in these reports deviate, the amounts and figures stated on the invoice from Search Clicks are binding.
Article 7: Amendment of the Agreement During the Term
7.1 If the agreement needs to be changed during the term, this can only be done if both parties agree. Search Clicks is not responsible for adjustments or changes made by the Client without the knowledge of Search Clicks. Liability is not accepted.
7.2 Despite what is agreed in article 8.1, Search Clicks is allowed to make changes at its discretion and without explicit permission from the Client. This is done in the interest of the assignment. Examples include changing campaigns, keywords, and updating websites at the discretion of Search Clicks. No additional charges will be incurred for the Client.
7.3 If both Search Clicks and the Client agree to a change and/or amendment in the agreement, this may affect the date on which the assignment is delivered. If this is the case, Search Clicks will inform the Client in a timely manner.
7.4 If a fixed amount is agreed upon between Search Clicks and the Client, Search Clicks will also clearly communicate the financial consequences of implementing changes or additions.
7.5 Contrary to what is stated in clause 7.4, Search Clicks is not allowed to charge additional costs if the changes are necessary due to a circumstance that can be attributed to Search Clicks.
Article 8: Client Responsibilities
8.1 The Client bears full responsibility for their facilities and/or equipment and the resulting consequences.
8.2 If there are costs related to communication made by the Client, the Client is also responsible for payment.
8.3 The Client is responsible for the data provided to Search Clicks.
8.4 The Client is responsible for the accuracy of the agreed-upon tests and/or concepts, including tests and/or concepts for which the Client has not provided changes or has not done so on time.
8.5 The texts, images, and data compiled by Search Clicks for the Client must also be approved by the Client. Changes must be communicated in writing within 14 days after publication.
8.6 The Client ensures that Search Clicks is aware of any and all relevant laws and regulations concerning the assignment. The Client indemnifies Search Clicks against any claims arising from these laws and regulations.
8.7 The Client is obligated to cooperate throughout the agreement. This includes providing the neccessary data and information that contributes to or is useful for the execution of the activities related to the agreement the Client and Search Clicks.
Article 9: Confidentiality
9.1 Both the Client and Search Clicks are obligated to keep any form of information, originating from the parties themselves or through a third party, confidential.
9.2 Search Clicks is allowed to use the name of the Client, or an affiliated third party, publicly for reference purposes.
9.3 Personal data provided by the Client to Search Clicks will be treated as specified in the personal data registration law. These sensitive data are stored in a secure file and are not accessible or usable by third parties. Search Clicks does not make the personal data available.
Article 10: Exclusivity and Non-Compete Clause
10.1 During the term of the agreement, the Client grants exclusive rights to Search Clicks to complete the assignment.
10.2 During the term of the agreement, the Client may not hire an employee of Search Clicks, directly or indirectly, unless Search Clicks gives written approval.
10.3 In case of a breach of the provisions agreed under 10.2, Search Clicks is entitled to a penalty of €50,000 payable by the Client, which is immediately due. For each day the violation of what is stipulated under 10.2 continues, the Client pays €500 per day to Search Clicks. Search Clicks is also entitled to claim full compensation, including all legal costs incurred, for a court-ordered cost judgment and establishing the liability of the Client.
Article 11: Intellectual Property Rights
11.1 All documents made available by Search Clicks are intended solely for the Client. The Client may not disclose or reproduce this information in the broadest sense of the word, including editing, providing, selling, distributing, integrating, multiplying, or disclosing this information, unless Search Clicks has given written permission.
11.2 Search Clicks may use information obtained from the Client, excluding personal and confidential information, for other applications to convey knowledge to third parties.
11.3 The Client indemnifies Search Clicks from all liability by third parties regarding intellectual property rights related to the publication of content provided by the Client in the form of texts, photos, or other information.
11.4 If Search Clicks uses third-party rights to fulfill the assignment, these rights do not become the property of the Client but remain explicitly owned by Search Clicks or the party in question.
11.5 All documents and items provided by Search Clicks remain the property of Search Clicks until the Client has fulfilled his or her obligations under the agreement in full.
11.6 The documents and items mentioned under 11.5 provided by Search Clicks, eligible for ownership rights, may not be traded or used as a means to make payments. The Client is not allowed to sell or apply items and documents falling under ownership rights in any other way.
11.7 The Client promises to take all necessary measures to safeguard and keep the ownership rights of Search Clicks.
11.8 If third parties seize items falling under ownership rights, the Client is obliged to inform Search Clicks immediately.
Article 12: Duration of the Contract and Termination
12.1 The duration of the agreement or contract is stated in the accompanying order confirmation or is entered into for an indefinite period.
12.2 Termination of a contract or agreement regarding search engine optimization or Google Ads must be submitted in writing. This must be done at least 30 days before the end of the current contract period. The contract or agreement is automatically renewed for the same period if no response is given.
12.3 Search Clicks is allowed to terminate the contract or agreement immediately if: (a) the Client is declared bankrupt or granted a suspension of payment, also in case of dissolution and/or liquidation, or conservatory and/or executive attachment (movable and immovable property). (b) the Client fails to fulfill his or her obligations regarding the agreement with Search Clicks.
Article 13: Fee
13.1 Unless stated otherwise by Search Clicks, all prices are exclusive of VAT.
13.2 If there is no fixed fee, prices are based on the working hours invested by Search Clicks according to the hourly rate of Search Clicks. This applies to the period in which the activities are carried out, unless otherwise agreed upon by Search Clicks and the Client.
13.3 For all orders from Search Clicks, a monthly advance payment is required.
Article 14: Payment
14.1 Search Clicks invoices around the 20th of the month. Payment must be made to Search Clicks within 7 days of the invoice date through a method corresponding to the Client.
14.2 If the Client lets the payment term pass without notice or summons, the Client is in default. From the moment of default until the moment of total payment, Search Clicks may charge an interest of 4% per month on the total amount owed.
14.3 Once the agreement is entered into, Search Clicks is entitled to demand a deposit from the Client. The amount is stated in the contract or quotation. If Search Clicks informs the Client, it is allowed to adjust the deposit during the contract period if there is (a) exceeding the ultimate payment date by the Client. (b) if the budget of the assignment is increased. Once the contract is terminated, the deposit is deducted from the invoice that the Client still has to pay. No VAT is payable on the deposit amount.
14.4 If the Client does not pay the deposit, as specified in Article 14.3, Search Clicks is allowed to terminate or withdraw the contract or quotation immediately. The Client is then obliged to compensate Search Clicks for incurred design costs and subscription costs for the contract period with a maximum of 6 months.
14.5 If the Client is declared bankrupt, granted a suspension of payment, in case of dissolution and/or liquidation of the Client, or if conservatory or executive attachment is made (movable and/or immovable property) on the Client’s property, the amounts owed by the Client to Search Clicks are immediately due without any summons or notice of default being required.
14.6 The Client may not rely on or invoke the set-off in any case. If the Client suspects being able to claim the agreement with Search Clicks, this does not exempt the Client from his payment obligation as previously agreed, nor does the Client have the right to postpone this obligation.
Article 15: Complaints
15.1 A complaint expires within 14 days of the event if it is not submitted in writing to Search Clicks.
15.2 Filing a complaint does not affect the remaining and agreed obligations of the Client.
Article 16: Liability
16.1 In case of liability concerning Search Clicks, the coverage of this liability is limited to the insurance amount.
16.2 Search Clicks is not directly or indirectly liable for any damage or loss in any form. In the case of an offline website or a Google penalty, Search Clicks does not guarantee successful search engine optimization, nor can Search Clicks be held liable for this.
16.3 Search Clicks assumes that the data provided by the Client has been obtained lawfully. Search Clicks accepts no liability if this turns out to be otherwise.
16.4 Neither Search Clicks nor the Client is liable to each other for any damages or loss of time, for example, due to (electronic) malfunctions that complicate the service of Search Clicks or third parties. Third parties may include internet providers or operators and/or other networks for (tele)communication.
16.5 If Search Clicks can still be held liable for damage to the Client, for example, due to failure to provide services and obligations that are included in the agreement, this liability is always limited to the amount of the invoice and concerns the part to which liability applies. The compensation includes a maximum of the amount mentioned under 17.1.
16.6 In the event of liability of Search Clicks as described under 16.5, compensation is only paid if the Client informs Search Clicks within 14 days. If this period is exceeded, the Client must be able to demonstrate that the damage could not have been reported earlier than within 14 days.
16.7 The Client indemnifies Search Clicks from liability to third parties. This concerns damage of any kind related to the agreement.
Article 17: Force Majeure
17.1 Search Clicks cannot be held liable for force majeure. This includes the inability to use data by Search Clicks, providing incorrect data to Search Clicks, or a lack of cooperation from the Client to Search Clicks.
17.2 In case of force majeure, Search Clicks is allowed to entirely or partially cancel the contract or agreement or cancel the assignment without the Client being entitled to compensation. Search Clicks must inform the Client of this.
17.3 Search Clicks is allowed to deviate from the agreements or deadlines in case of illness of an employee and/or if these activities cannot be carried out by another employee. This may cause the activities to take more time, without Search Clicks being able to do anything about it.
Article 18: Product Conditions
18.1 Websites created for the fixed rate or through a promotion consist of 5 pages. The client is entitled to 1 revision moment after development. Search Clicks always has the right to use the created website for promotional purposes. If the client wishes to expand the website, this is possible through a surcharge of €75 per hour, unless otherwise indicated.
18.2 The client becomes the owner of the website if it is fully paid off. If the website is sold with a promotion or (free) offered, Search Clicks remains the owner of the website unless otherwise indicated. The client has the right to make adjustments to the website and does not need to ask permission from Search Clicks for this. The specified domain of the client may not be claimed by Search Clicks and is the property of the client, even if it was conceived and registered by Search Clicks.
18.3 The client is responsible for sending the correct input within the period determined by Search Clicks. If this is not timely provided by the client, Search Clicks still has the right to start billing.
18.4 The website maintenance package includes: hosting, securing, updating, and monitoring the website created by Search Clicks. Small maintenance is also included, meaning small textual and/or visual adjustments. Search Clicks has the right to determine what falls under this and can charge an hourly rate of €75 for adjustments (in consultation).
18.5 If the client wants website texts to be written by copywriters, this can be done from €0.10 per word. After delivery of the texts, the client has 48 hours to check them and provide feedback for any adjustments.
18.6 In the case of search engine optimization, Search Clicks determines how many search terms can be used based on competition and the agreed budget.
18.7 In the case of Google Ads, Search Clicks determines how many search terms can be used based on competition and the agreed budget. This is excluding €450 for setting up, monitoring, and adjusting the campaign if necessary.
Article 19: Final Provisions
19.1 Neither Search Clicks nor the Client is entitled to share the provisions of these General Terms and Conditions without explicit written permission from Search Clicks or the Client.
19.2 Search Clicks is allowed to unilaterally change these General Terms and Conditions. The changes also apply to and on agreements that have already been concluded. The client is informed in writing of the changes, and these take effect on the specified date.
19.3 In the event of invalidation of a provision in these General Terms and Conditions, this does not affect the other content of these General Terms and Conditions. In this case, Search Clicks has the right to replace the provision in question with a provision that is not unreasonable or onerous for the client and is as similar as possible to the invalidated provision.
19.4 If the General Terms and Conditions and the contract or written agreement contain conflicting conditions, the provisions in the written agreement or contract prevail.
19.5 All agreements between the client and Search Clicks, the agreements arising from them or related to them, fall exclusively under Dutch law.
19.6 Any disputes will be submitted to the court in The Hague, the Netherlands, unless Search Clicks decides otherwise.
19.7 These General Terms and Conditions are valid from June 1, 2022.