Article 1 – definitions

general terms and conditions: these general terms and conditions of Canonical Clarity

Canonical Clarity: the private limited company Canonical Clarity, registered with the Dutch Chamber of Commerce under number 98008722

Client: the natural person or legal entity that enters into an agreement with Canonical Clarity for the supply of services and/or products

Article 2 – applicability

The general terms and conditions apply to all offers from and agreements with Canonical Clarity, in relation to the client, regarding the sale and delivery of products and services as well as the performance of work by Canonical Clarity Canonical Clarity is engaged, among other things, but not exclusively, in designing and building websites, branding, search engine optimization, project supervision, as well as advising on and developing strategies in the field of online marketing for clients.
By placing an order with Canonical Clarity, the client declares to be aware of the general terms and conditions.
Departures from these general terms and conditions are only possible if they have been agreed in writing between Canonical Clarity and the client.
Canonical Clarity reserves the right to amend or supplement the general terms and conditions. Amendments and supplements also apply to agreements already concluded, subject to a period of thirty (30) days after written notification of the amendment and/or supplement.
If the client does not agree with the amended general terms and conditions, the client is entitled to terminate the agreement as from the effective date of the amended general terms and conditions.
The applicability of the client’s general terms and conditions is hereby expressly rejected.

Article 3 – offer, agreement

Every offer and price quotation by Canonical Clarity must always be considered as one indivisible whole and is without obligation and based on data, documents, etc., provided by or on behalf of the client, unless the offer or quotation expressly states in writing the contrary.
An agreement between Canonical Clarity and the client is concluded at the moment the client accepts an offer or quotation in writing or by email, unless Canonical Clarity states after that time that it will not honor the offer or quotation.
Changes to the original agreement between Canonical Clarity and the client are valid only from the moment these changes have been accepted by the parties by means of a supplemental or amended agreement.
Commitments made by and arrangements with subordinates of Canonical Clarity do not bind Canonical Clarity
In deviation from paragraph 2 of this article, an agreement to perform additional work can be concluded orally. Canonical Clarity is entitled to charge separately for additional work performed if it reasonably considers the performance thereof necessary for the execution of the agreement.
When executing the agreement by Canonical Clarity, minor deviations within customary tolerances are permitted.
Unilateral cancellation of the order by the client is not legally valid unless Canonical Clarity agrees in writing to such cancellation.

Article 4 – performance of the agreement

Canonical Clarity will perform the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
Canonical Clarity is entitled to have the agreement performed in whole or in part under its responsibility by third parties if and insofar as proper performance of the agreement requires this.
The client shall ensure that all data that Canonical Clarity indicates is necessary, or that the client should reasonably understand are necessary for executing the agreement, are provided to Canonical Clarity in good time. If the data required for performance of the agreement are not provided to Canonical Clarity in time, Canonical Clarity has the right to suspend performance of the agreement and to charge the client for the additional costs resulting from the delay in accordance with customary rates.
Canonical Clarity is not liable for damage of any kind caused by Canonical Clarity having relied on incorrect and/or incomplete data provided by the client, unless this incorrectness or incompleteness was known to Canonical Clarity
If it has been agreed that the agreement will be performed in phases, Canonical Clarity may suspend the performance of those components that belong to a subsequent phase until the client has approved in writing the results of the preceding phase.
If work is carried out at the client’s location or at a location designated by the client by Canonical Clarity or by third parties engaged by the client in the context of the assignment, the client shall provide free of charge the facilities reasonably required by those employees.

Article 5 – term and termination

A one-off assignment or an assignment with a fixed term cannot be terminated prematurely. Assignments without a fixed term can be terminated at the end of the month, subject to a notice period of one month.
Canonical Clarity has the right to terminate an agreement with immediate effect without notice of default or judicial intervention if it appears that third parties carry out or have carried out maintenance on products maintained by Canonical Clarity
Canonical Clarity has the right to terminate an agreement with immediate effect if the client does not properly or incompletely comply with the agreement concluded with Canonical Clarity
Canonical Clarity has the right to terminate an agreement with immediate effect without notice of default or judicial intervention if the client has been declared bankrupt, has applied for or obtained a suspension of payments, or has otherwise lost the free disposal of its assets. In that case, the client is not entitled to any compensation.

Article 6 – delivery and delivery time

After receipt of the necessary data provided by the client, Canonical Clarity will start creating the agreed products and/or services as soon as possible.
The period within which services and/or work must be completed (the delivery time) is based on the working conditions applicable at the time the agreement was concluded. If delay arises as a result of changes in these conditions or because services and/or work to be performed for the execution of the agreement are not performed in time and/or not correctly, the delivery time will be extended by such period as is reasonable, taking all circumstances into account.
The time of delivery of services and work is the moment those services and/or work are completed, leaving aside minor parts, and Canonical Clarity has notified the client thereof.
The delivery time is not to be regarded as a strict deadline, unless expressly agreed otherwise. Should Canonical Clarity unexpectedly be unable to meet its obligations within the agreed delivery time, Canonical Clarity can only be put in default in writing, granting it a period of at least fourteen (14) days to fulfill its obligations.
If Canonical Clarity is in default with regard to the delivery time, the client has only the right to dissolve the agreement, without other claims such as compensation for damages. In that case advance payments will be refunded without interest.
A contractual penalty stipulated for exceeding the delivery time is not owed by Canonical Clarity if the exceeding of the delivery time is the result of a failure not attributable to it.
The products manufactured by Canonical Clarity will be provided to the client in a manner to be specified at a later date.

Article 7 – risk and retention of title

The client bears the risk of all direct and indirect damage that may occur to the goods and/or services delivered by Canonical Clarity immediately after the goods and/or services or work have been delivered.
Canonical Clarity retains title to all delivered goods and products until all its claims against the client in respect of the goods delivered or to be delivered to the client by Canonical Clarity under the agreement concerned or services or work performed or to be performed for the client, as well as in respect of the client’s default in the performance of the agreement concerned, have been paid in full.
If the client fails to fulfill its obligations, Canonical Clarity is entitled to take back immediately and without prior notice of default the goods and/or products delivered under retention of title that are still present at the client. Insofar as necessary, the client irrevocably authorizes Canonical Clarity to exercise this right of repossession.

Article 8 – intellectual property rights

Unless expressly agreed otherwise, only Canonical Clarity is the rights holder with regard to all intellectual property rights relating to items developed in the context of the agreement and the services or work performed in the context of the agreement and the results thereof. The client indemnifies Canonical Clarity against all claims by third parties with regard to these rights and will compensate it for all damage and costs caused thereby.
At the first request of Canonical Clarity, the client will cooperate and do all that is necessary to establish and/or confirm in favor of Canonical Clarity the rights referred to in the previous paragraph of this article.
The client warrants that the items and the services or results of work referred to in paragraph 1 of this article do not infringe any third party industrial or intellectual property rights. The client indemnifies Canonical Clarity against all claims in this respect and will compensate it for all damage and costs caused thereby.
The client acquires the right of use to the delivered goods and/or services from the moment the client has fulfilled all its obligations towards Canonical Clarity
Canonical Clarity reserves the right to use for other purposes the knowledge increased through the performance of the work, insofar as no confidential information is brought to the knowledge of third parties.

Article 9 – ownership and confidentiality

Canonical Clarity is and remains at all times the owner/rights holder of the offer, as well as the communications, data and statements, technical descriptions, calculations and models, etc., provided by Canonical Clarity in the context of the offer, price quotation or the agreement, even if costs have been charged for them. Canonical Clarity is deemed to be the designer and maker thereof.
Everything produced by Canonical Clarity for and on behalf of the client may not be edited or processed in products other than those for which it was originally made without the express permission of Canonical Clarity
The client is obliged to maintain confidentiality toward third parties regarding all items mentioned in this article, as well as business information and know-how in the broadest sense of the word, originating from Canonical Clarity, which have been brought to its knowledge by or on behalf of Canonical Clarity in the context of the offer, price quotation or the agreement. Use of this business information and/or know-how for promotional purposes is not permitted without the prior written permission of Canonical Clarity

Article 10 – prices

The prices quoted by Canonical Clarity and/or agreed are exclusive of taxes including VAT and levies.
Changes in the rates will be announced by Canonical Clarity to the client at least 30 days in advance. The client is entitled to terminate the agreement from the moment the adjusted rates take effect, subject to a notice period of one month.

Article 11 – payment

11.1 payment for standard services

Unless expressly agreed otherwise, payment of the agreed price by the client must be made within fourteen (14) days of the invoice date.
Payment for additional work must be made immediately after it has been charged to the client.
All payments must be made without any deduction or set-off. If the client believes it has a claim against Canonical Clarity in connection with the execution of the agreement, this does not release it from its obligation to pay in the agreed manner.
If Canonical Clarity has good reason to fear that the client will not fulfill its obligations, Canonical Clarity is entitled, before delivering its performance or continuing to do so, to require, at its discretion, sufficient security for the fulfillment of the client’s payment obligations. Canonical Clarity has the right to suspend fulfillment of its obligations until the client has made this advance payment or provided this security.
If the client has not paid at the time or within the period referred to in paragraph 1 of this article, the client is in default by operation of law and without any prior notice of default being required, and owes statutory commercial interest on the amount due from the day payment should have been made, without prejudice to the other rights accruing to Canonical Clarity
The costs, both judicial and extrajudicial, incurred by Canonical Clarity in connection with the non-performance, late performance or improper performance by the client of its obligations, including extrajudicial collection costs and the costs of legal assistance, must be reimbursed by the client to Canonical Clarity
During the period in which the client is in default, Canonical Clarity is entitled to suspend fulfillment of its obligations. Any damage arising during this period is not the responsibility of Canonical Clarity
If, in the client’s opinion, the invoiced amount is incorrect, the client must notify Canonical Clarity immediately, but no later than fourteen (14) days after invoicing. Canonical Clarity will investigate this claim and, if necessary, issue a new invoice.

11.10 Upfront payment for link-building services

a. Link-building services mean the outreach, procurement, placement, and management of backlinks and mentions on third-party websites, including any content creation required for such placements.

b. Link-building services require payment in advance. Before work starts, the client shall pay the amount specified in the offer.

c. Canonical Clarity will only commence after receipt of the full prepayment. A pro forma invoice may be issued for this purpose.

d. Additional purchases or any budget overrun will only take place with the client’s prior written approval and will also be invoiced in advance.

e. If advance payment is not made on time, Canonical Clarity is entitled to suspend performance without liability for any resulting delay or damage.

Article 12 – complaints

The client has fourteen (14) days after delivery to report clearly described defects in the delivered products and/or services or work to Canonical Clarity, after which the latter will attempt to remedy these defects in consultation with the client. If no defects are reported to Canonical Clarity within the specified period, the possibility to complain lapses.
Incorrect information provided by the client that leads to defects in the delivered goods, or other defects attributable to the client, are expressly not understood as defects within the meaning of this article.
Filing a complaint does not suspend the client’s obligations.

Article 13 – liability

The liability of Canonical Clarity under an agreement is limited to compliance with the obligations described in the agreement. Canonical Clarity is only liable if it imputably fails to fulfill the obligations described in the agreement and only after it has been given notice of default by the client with a reasonable period.
The liability of Canonical Clarity is in all cases limited to the invoice amount applicable to the agreement concerned.
The liability of Canonical Clarity under the agreement never extends to consequential damages, business damage or other indirect damage.
The limitations or exclusions of liability stipulated above by Canonical Clarity itself are likewise stipulated for and for the benefit of its subordinates, any other person used by it in the context of the agreement, as well as for those from whom it obtains delivered goods and/or components. These limitations or exclusions do not apply insofar as intent or gross negligence of its directors personally is established.
Canonical Clarity is never liable for designs, drawings, technical descriptions, calculations and methods or parts thereof that are made available or prescribed by or on behalf of the client, nor for any materials, equipment or tools made available or prescribed by or on behalf of the client. Canonical Clarity is not obliged to check these designs, drawings, technical descriptions, calculations, methods, materials, equipment and tools, unless expressly agreed otherwise. Canonical Clarity is likewise not liable for defects that are the direct or indirect result of advisory work performed by the client itself or by others that do not belong to the work or services of Canonical Clarity
If Canonical Clarity is held liable by third parties for damage for which it is not liable under these general terms and conditions or otherwise, the client is obliged to indemnify Canonical Clarity against such damage and liability and to hold it harmless for all costs, damage and interest that may arise for it as a result.

Article 14 – force majeure

Force majeure in these general terms and conditions means any circumstance independent of the will of Canonical Clarity, even if it was foreseeable at the time the agreement was concluded, that permanently or temporarily prevents the performance of the agreement, and insofar as not already included therein, strike, transport difficulties, fire, inclement weather and other disruptions in the business of Canonical Clarity or its suppliers, as well as default by suppliers of Canonical Clarity
In the event that performance of the agreement is prevented due to force majeure, Canonical Clarity has the right, without judicial intervention, either to suspend performance of the agreement for a maximum of three (3) months, or to terminate the agreement in whole or in part, without Canonical Clarity being obliged to pay any compensation.

Article 15 – (imminent) default

In the cases mentioned by law, as well as if the client does not, not properly or not timely fulfill one or more obligations arising from the agreement, including these general terms and conditions, or if there is serious doubt whether the client is able to meet its contractual obligations towards Canonical Clarity, as well as in the event of bankruptcy, suspension of payments, complete or partial shutdown, liquidation, transfer or encumbrance of the client’s business, including the transfer or pledge of a substantial part of its receivables, and furthermore in the event the client’s goods are seized by way of prejudgment or enforcement attachment, ON. Digital Marketing has the right, without notice of default and without judicial intervention, either to suspend performance of each of these agreements for a maximum of three (3) months, or to dissolve them in whole or in part, without being obliged to pay any compensation, and without prejudice to its other rights.
If Canonical Clarity suspends performance of its obligations or dissolves the agreement in whole or in part, the agreed price becomes immediately due and payable, less the costs saved by Canonical Clarity as a result of the suspension.

Article 16 – deactivation

Canonical Clarity has the right to deactivate products and services delivered to the client temporarily and/or to limit their use if the client does not fulfill an obligation towards Canonical Clarity under the agreement or acts in breach of these general terms and conditions. Canonical Clarity will inform the client in advance, unless this cannot reasonably be required of it.
Deactivation by Canonical Clarity does not suspend the client’s obligations.
Reinstatement will occur at the moment the client has fulfilled its obligations towards Canonical Clarity within a reasonable period set by Canonical Clarity

Article 17 – privacy

Canonical Clarity will not provide the client’s personal data to third parties unless it is obliged to do so by law or the agreement.
Canonical Clarity has set out its privacy policy with respect to clients in a document called “Privacy Statement Canonical Clarity Clients”.

Article 18 – references

Canonical Clarity is entitled for promotional purposes to refer as a reference to delivered end products and services performed, unless expressly agreed otherwise.
Canonical Clarity is entitled to place a discreet reference to its website or social media channels on a delivered website, unless expressly agreed otherwise.

Article 19 – general

If one or more provisions of the agreement, including these general terms and conditions, are null and void or not legally valid or become so, the agreement will remain in force for the rest. The parties will consult on the provisions that are null and void or not legally valid in order to make a substitute arrangement.
Neither Canonical Clarity nor the client is entitled to transfer to a third party their rights or obligations arising from an agreement concluded between the parties without the prior written consent of the other party.
If necessary, changes to an agreement can be made after written consent of both parties.

Article 20 – disputes and applicable law

For all disputes related to the agreement, or further agreements arising from it, resulting from it or related to it, the District Court of Noord-Nederland, location Groningen, has exclusive jurisdiction in the first instance, unless Canonical Clarity expressly chooses the jurisdiction of the court of the client’s place of establishment.
The agreement, as well as all further agreements arising from it, resulting from it, or related to it, is governed exclusively by Dutch law.