Terms & Conditions Mediumcenter
Webmaster Agreement Mediumcenter BV
This agreement is concluded between Mediumcenter B.V., Chamber of Commerce 74490540 (Active under the trade name Mediumcenter BV and the party that registers via the website mediumcenter.nl (“the Website”) as counterparty (“Webmaster”).
Article 1. Appointment of Webmaster
1.1. Mediumcenter provides Webmaster acces to promotional tools and websites found on mediumcenter.nl, these websites contain medium services. Webmaster will recieve a fee from every paying customer, Webmaster is not allowed to create agreements on behalf of Mediumcenter BV (webmaster service).
1.2. It is up to the webmaster which of the online products he whishes to promote. Mediumcenter BV may, at any time with a 30-day advance notice, change the Services offered, or adjust the fee scale.
1.3. Mediumcenter BV provides Webmaster a licence and availability of content to fully benefit the Webmaster service.
1.4. Webmaster must be at least eighteen years or older. Mediumcenter BV can request proof from Webmaster. If Mediumcenter BV discovers at any time that Webmaster is younger than eighteen years, Mediumcenter BV has the right to immediately terminate the agreement and cancel all payments.
1.5. Webmaster must use the promoter id (pid) in all of its expressions by Mediumcenter BV.
Article 2. Webmasters obligations
2.1. In the context of the Webmaster service, Webmaster will make every effort to generate traffic towards the products of Mediumcenter BV and try to convert them into paying leads. Webmaster is not allowed to act on behalve of Mediumcenter BV or pretend to work for Mediumcenter BV as an employee. Webmaster is allowed to tell he is working with the products of Mediumcenter BV. Customers brought by Webmaster have an agreement with Mediumcenter BV and not with Webmaster.
2.2. Webmaster is responsible for the creation of promotional websites and pages for the benefit of the Webmaster service. Webmaster will be acting under his own name and for his own account and risk.
2.3. Webmaster is allowed within the Webmaster service to let others promote their tracking links (if they have an advertisement banners or links on their websites, people who set up websites to promote services or those who promote on social networking sites) but is at all time responsible for their behavior, as if the Webmaster did it.
2.4. Webmaster is not allowed to promote the services in a unlawful way, such as by
the sending of unsolicited commercial communication via the Services via e-mail from other communication services,
installing software or scripts that pass along the deceptive route to the Services or wishing to do them doing there without their being a paying customer,
to induce the misleading or fraudulent route to become a member of the Services.
2.5. Webmaster may not use the Webmaster service to make promotional statements on behalf of Mediumcenter BV or trade names provided by the Webmaster service, brand names, domain names of service usernames (on sites like Facebook, Marketplace of other services of third parties), trade names of Mediumcenter BV or may not contain a confusing resemblance. If Webmaster does so, Mediumcenter BV may claim the service names or demand cancellation of the trade or brand names.
2.6. Webmaster is not allowed to promise the customer that they recover (part of) the fee or promise any discounts for the services. If the Webmaster wishes to do, it is only allowed with a confirmation in writing from Mediumcenter BV.
2.7. Webmaster is responsible to pay income tax over the amounth he gains in total revenues.
Article 3. Prices and payment
3.1. Mediumcenter BV will pay a percentage to the Webmaster on the basis of the payments made by customers delivered to the Webmaster service by Webmaster as indicated in the fee scale. Mediumcenter BV will pay these fees at the end of the next calendar month over the past month.
3.2. Mediumcenter BV will issue an electronic credit invoice for payments due. If Webmaster disagrees with the credit invoice, Webmaster must object within the payment term.
3.3. Webmaster fees are owed for all paid agreements that enter into customers base by Webmaster PID.
3.4. No Webmaster fee is still due for contracts concluded with customers after the termination of the present agreement, regardless of the reason.
3.5. Webmaster is responsible for recruiting customers. Mediumcenter BV expressly does not make any promises or guarantees about visitor numbers and income. Numbers in advertisements of Mediumcenter BV must be understood as non-binding indications.
Article 4. Liability
4.1. Mediumcenter BV is only liable towards Webmaster in the event of an attributable shortcoming in the fulfillment of this agreement that is the result of intent or gross negligence of Mediumcenter BV and solely for replacement compensation, which means compensation of the value for the failed performance.
4.2. Any liability of Mediumcenter BV for any other form of damage is excluded, including additional compensation in any form whatsoever, compensation for indirect or consequential damages or damage due to lost sales or profits, delay damage, loss due to loss of data, damage due to changed circumstances, damage resulting from the provision of inadequate cooperation, information or materials by Webmaster and damage due to information or advice given by Mediumcenter BV whose content does not explicitly form part of this agreement.
4.3. The maximum amount that will be paid in the event of liability under the previous articles is that which has been paid to Webmaster in the month prior to the event causing the damage. This maximum amount will lapse if and insofar as the damage is the result of intent or gross negligence of Mediumcenter BV.
4.4. The liability of Mediumcenter BV due to attributable shortcoming in the fulfillment of this agreement arises only if Webmaster Mediumcenter BV immediately and properly written in default, setting a reasonable time to purify the shortcoming, and Mediumcenter BV also after that term imputable in the performance of his obligations remains inadequate. The notice of default must contain as detailed a description as possible of the shortcoming, so that Mediumcenter BV is able to respond adequately.
4.5. Mediumcenter BV indemnifies Webmaster against all third-party claims that are based on the claim that the promotional content or the distribution or use thereof in a country where Mediumcenter BV does not prohibit the delivery of the Webmaster service, is unlawful in any way whatsoever. This applies in particular, but not exclusively, to claims relating to infringement of intellectual property rights. For the remainder, Webmaster Mediumcenter BV indemnifies all third-party claims based on any statement whatsoever.
Article 5. Duration and cancellation
5.1. This agreement is entered into on the date on which Webmaster agrees and runs for an indefinite period of time. The agreement ends automatically if no customer is delivered via Webmaster during a period of 12 months.
5.2. Both parties can cancel this agreement at any time without giving any reason by means of written notice to the other party. Mediumcenter BV must observe a notice period of two (12) months. No notice period is required if Mediumcenter BV terminates the agreement if Webmaster violates the agreement in any way. In that case Mediumcenter BV no longer has to pay outstanding amounts to Webmaster.
5.3. If Mediumcenter BV is of the opinion that the agreement is breached by Webmaster or an auxiliary person, it will notify Webmaster in writing or electronically. If Webmaster does not cancel the breach to the satisfaction of Mediumcenter BV within 72 hours of this notification, Mediumcenter BV may terminate the agreement without having to give Webmaster notice of default or to pay any compensation. No prior notice and 72-hour period is required if Mediumcenter BV believes that Article 2.4 (illegal forms of promotion) is being violated.
5.4. This agreement also ends by operation of law if Mediumcenter BV or Webmaster is declared bankrupt, applies for a suspension of payments, total attachment of its assets is made, it goes into liquidation or is dissolved.
5.6. After termination of this agreement for any reason whatsoever, the Webmaster will cease and discontinue any use and distribution of the promotional content and delivery of the Webmaster service. Webmaster will remove the promotional content as well as possible backup copies of his systems.
5.7. After termination, Mediumcenter BV will issue a final credit invoice for amounts due but not yet paid. However, no credit invoice or payment is due if the reason for termination concerns a default by Webmaster.
Article 7. Final provisions
7.1. Dutch law applies to this agreement.
7.2. Insofar as the rules of mandatory law do not prescribe otherwise, all disputes that may arise as a result of this agreement shall be submitted to the competent Dutch court for the district in which Mediumcenter BV is established.
7.3. If any provision of this agreement proves to be invalid, this will not affect the validity of the entire agreement. The parties will in that case replace (a) new provision (s) to replace, with which as far as legally possible to the intention of the original agreement is given shape.
7.4. Parties will treat information that they provide to each other before, during or after the execution of the agreement, confidentially when this information is marked as confidential or when the receiving party knows or should reasonably suspect that the information was intended as confidential. The content of the agreement and the price scale as well as the identity of directors and employees of the parties is in any case regarded as confidential. The parties also impose this obligation on their employees as well as on third parties engaged by them to execute this agreement.
7.5. Under written this agreement also includes e-mail communication, provided that the identity of the sender and the integrity of the communication are sufficiently established.
7.6. The version of any communication received or stored by Mediumcenter BV is deemed to be authentic, subject to proof to be provided by Webmaster.
7.7. Mediumcenter BV is entitled to amend this agreement at any time with advance notice of 30 days. Mediumcenter BV will inform Webmaster about this electronically via the e-mail address registered by Webmaster on the Website. If Webmaster does not wish to accept the amended terms and conditions, he must terminate them as of the moment that they become effective. Continuation of the Webmaster service after this moment will be seen as acceptance of the adjusted conditions.
7.8. Each party is only entitled to transfer its rights and obligations under this agreement to a third party with the prior written consent of the other party. This permission is not required if there is a transfer to a parent, subsidiary or sister company of the party.