GENERAL TERMS AND CONDITIONS CONTENTOO
These are the General Terms and Conditions of Contentoo B.V., with its registered office in Amsterdam (The Netherlands) and registered with the Chamber of Commerce under number 66406234.
The following terms are used in these General Terms and Conditions:
1.1 Agreement: the agreement between Contentoo and Client regarding the delivery of the Product and/or the Service.
1.2 AI-Generated Content: the Products delivered by Contentoo in the field of text, image and/or sound, which have been generated by Client using Contentoo’s AI-model and the related services, without further intervention by Contentoo or a Third Party.
1.3 AI-model: the artificial intelligence model that Contentoo uses to produce AI-Generated Content.
1.4 Assignment: the products and/or services to be produced and delivered by Contentoo to Client, as laid down in the Agreement.
1.5 Client: the natural or legal person who has entered into an Agreement with Contentoo or intends to do so.
1.6 Confidential information: information that the Parties have provided to each other and in respect of which the discloser has imposed confidentiality or the confidential nature of which should be reasonably known by the recipient.
1.7 Contentoo: the private limited company (besloten vennootschap met beperkte aansprakelijkheid, or B.V.) Contentoo B.V., with its registered office in Amsterdam and registered with the Chamber of Commerce in Amsterdam under number 66406234.
1.8 Content Product: the Products to be delivered by Contentoo to Client in the field of text, image and/or sound, with the exclusion of AI-Generated Content.
1.9 General Terms and Conditions: these terms and conditions of Contentoo.
Intellectual Property Rights: all rights to creations of the mind and related rights, including copyrights, design rights, trademark rights, trade name rights and patent rights.
1.10 Parties: Contentoo and Client together.
1.11 Personal data: any data relating to an identified or identifiable natural person, as referred to in section 1(a) of the Personal Data Protection Act (Wet bescherming persoonsgegevens, Wbp) and section 4(1) of the General Data Protection Regulation (GDPR).
1.12 Platform: the software platform developed and used by Contentoo with which Client, Contentoo and third parties engaged by Contentoo can communicate about and cooperate in the performance of the Assignment.
1.13 Product: the products to be delivered by Contentoo to Client, including Content Products and AI-Generated Content.
1.14 Service: the services to be provided by Contentoo to Client, including advising on solutions and products in the field of text or in other areas of creative and business services.
1.15 Third Party: a third party to be engaged by Contentoo for the full or partial performance of the Assignment, i.e. a business service provider (freelancer, self-employed worker without employees (‘zzp-er’), company) active in the field of, among other things, the creation of Content Products and/or the provision of advice thereon.
The above definitions are used in these General Terms and Conditions in both singular and plural.
2.1. The General Terms and Conditions apply to all products and services that Contentoo delivers to a Client, to every Agreement that is concluded between Contentoo and a Client, and to all legal relationships and legal acts or other dealings resulting therefrom.
2.2. Deviations from the General Terms and Conditions are only valid if they have been explicitly agreed in writing by Contentoo and a Client and are only valid for the specific Client with whom, and specific agreement for which, they have agreed.
2.3. In the event of a conflict between provisions from an Agreement and the General Terms and Conditions, the provisions from the Agreement will prevail.
2.4. The General Terms and Conditions always take precedence over any purchase or other conditions used by Client, unless otherwise agreed in writing by the Parties.
3.1. Quotations and other offers from Contentoo are without obligation and must be regarded as an invitation to make an offer to enter into an Agreement, unless stated otherwise in writing.
3.2. Quotations or other offers lose their validity after one month from the date, unless stated otherwise in writing in the offer or quotation.
3.3. Client guarantees the correctness and completeness of the information it provides to Contentoo, on which Contentoo bases its quotation or other offer.
4: Conclusion, duration and termination
4.1. An Agreement is concluded by written confirmation by Client of an unaltered valid quotation and/or offer from Contentoo, or by signing of the Agreement by the Parties.
4.2. The Agreement will enter into force on the date as described in the Agreement and for the duration as specified in the Agreement.
4.3. Parties cannot prematurely terminate the Agreement, unless expressly agreed otherwise in writing.
4.4. Each Party is entitled to dissolve the Agreement in whole or in part in the event of bankruptcy or suspension of payments of the other Party, as well as in the event of liquidation of the company of the other Party other than for the purpose of reconstruction or merger of companies.
4.5. Termination of the Agreement on the basis of an attributable shortcoming is only permitted after a written notice of default, as detailed as possible, setting a reasonable term for remedying the shortcoming, unless stipulated otherwise in these General Terms and Conditions or otherwise prescribed by law.
4.6. In the event of termination of the Agreement, there will be no undoing of that which Contentoo has already delivered and/or has performed and the related payment obligation of Client, unless Client proves that Contentoo is in default with regard to the essential part of said performance. Amounts invoiced by Contentoo prior to the termination for that which Contentoo has already properly performed or delivered in the implementation of the Agreement remain payable in compliance with the previous sentence and become immediately due at the time of the termination.
4.7. Provisions in these General Terms and Conditions that by their nature are intended to continue to apply after the end of the Agreement will remain in full force after termination of the Agreement.
5: Performance of the Assignment
5.1. Contentoo will in principle have the Assignment carried out in whole or in part by Third Parties. Client agrees to this in advance and will optimally contribute to the performance (joint or otherwise) of the Assignment by that Third Party. Client acknowledges and accepts that Contentoo has a relationship with these Third Parties as a client, on the basis of a contract for services, and not as an employer. Contentoo takes the utmost care when engaging Third Parties.
5.2. Contentoo will carry out the Assignment or have it carried out to the best of its insight and ability. The Agreement to be concluded between Contentoo and Client has the character of a best efforts obligation, unless Contentoo has explicitly promised a result in the Agreement and this result has also been sufficiently well defined in the Agreement.
5.3. The Parties determine in the Agreement the periods within which the Products and/or Services are delivered. Client acknowledges and accepts that the duration of an Assignment depends on various factors and circumstances, including the quality of the data and information provided by Client and the cooperation of Client and any other parties involved. Agreed delivery periods are therefore not strict deadlines unless the Parties have explicitly agreed otherwise in writing. In the event of an (imminent) overrun of a delivery period, the Parties will consult as soon as possible in order to take appropriate measures.
6: Obligations of the Client
6.1. Client shall ensure that all data and/or information, of which Contentoo indicates that it is necessary or of which Client should reasonably understand that it is necessary for the performance of the Assignment, is provided to Contentoo in a timely manner. Quotations and offers from Contentoo as well as the Agreement concluded afterwards are based on the information provided by Client.
6.2. Client will provide all cooperation required by Contentoo that is reasonably necessary for the performance of the Assignment. This also includes cooperating with Third Parties engaged by Contentoo for the performance of the Assignment.
6.3. Client undertakes to make use of the Platform in collaboration with Contentoo and the Third Parties engaged by Contentoo for the performance of the Assignment. To that end, Contentoo will grant Client access to the Platform, as well as make Client aware of any expectations and instructions regarding its use.
7: Acceptance of Product or Service
7.1. With the exception of AI-Generated Content, Products and Services shall be deemed to have been accepted by Client if Client has not substantiated in writing in detail within fourteen working days after delivery of the Product or Service why the Product or Service is not accepted. If it is not accepted, Contentoo must modify or replace the Product or Service within a reasonable period of time. If the Customer again does not accept the Product or the Service, the Parties will go through this acceptance procedure again until the Customer has accepted it.
7.2. A Product or Service is also considered accepted by Client if and as soon as it has been or is used in whole or in part by Client. A full or partial publication of a Content Product delivered by Contentoo to Client will in any case be regarded as ‘use’.
8: Prices and payment conditions
8.1. All prices are exclusive of VAT and other possible levies imposed by the government.
8.2. Client agrees to electronic invoicing by Contentoo.
8.3. Invoices are paid by Client to Contentoo in accordance with the payment conditions laid down in the Agreement. In the absence of a specific arrangement, Client will pay invoices within thirty days of the invoice date.
8.4. Client must notify Contentoo in writing of any remarks or complaints about received invoices within fourteen days after receipt of the invoice concerned, failing which the invoice is considered accepted. Any complaints do not suspend the obligation to pay.
8.5. If Client fails to pay the amount owed after a reminder or notice of default, Contentoo may pass on the claim for collection, in which case, in addition to the total amount due at that time, Client will also be obliged to pay all judicial and extrajudicial costs.
8.6. Contentoo is entitled to increase its rates annually, on 1 January, in accordance with the Consumer Price Index, as published by Statistics Netherlands (CBS), without this giving Client the right to terminate or otherwise end the Agreement. Contentoo is entitled to implement the cost increase at a later date if it deems this desirable from an administrative point of view. Price increases shall have no effect on current Assignments.
9: Intellectual Property Rights
9.1. All Intellectual Property Rights vested in documents or materials provided by Client to Contentoo in the context of the performance of the Assignment shall remain vested in Client at all times. Client grants Contentoo a worldwide, non-exclusive and (exclusively to the Third Parties involved) sub-licensable licence to use the materials supplied for the performance of the Assignment.
9.2. Client grants Contentoo permission to use Products, without limitation, for the training of the AI-model or other similar models and services of Contentoo – but only insofar as these Products do not contain any personal data as referred to in the General Data Protection Regulation or information that is otherwise confidential, or can be deemed to be confidential.
9.3. All Intellectual Property Rights vested in Contentoo when the Agreement is entered into remain with Contentoo.
9.4. If and as soon as Client has accepted a Content Product delivered by Contentoo (with the exception of AI Generated Content which, pursuant to Article 7.1, is not subject to an acceptance procedure) and has paid in full, Contentoo grants Client a geographically and in terms of time unlimited exclusive (with the exception of that stated in Article 9.2) right to use, reproduce, distribute, publicly present, publicly reproduce, store and adapt the accepted and paid Content Product. These rights are non-transferable and non-sublicensable, unless otherwise agreed in writing by the Parties. Contentoo shall ensure in its agreements with Third Parties that these rights can be granted to Client as described.
9.5. If a transfer of an Ownership Right at any time requires or appears to require further actions from or by Contentoo, Contentoo will cooperate in such actions at Client’s first request. Contentoo will also require the Third Parties engaged by Contentoo for the performance of the Assignment to cooperate in such acts.
10: AI-Generated Content
10.1. If agreed, Client can use Contentoo’s artificial intelligence services for the creation and delivery of AI-Generated Content.
10.2. The applicability and division of Intellectual Property Rights to AI-Generated Content depends on many factors. To the extent that any Intellectual Property Rights of Contentoo or its licensors are vested in the AI-Generated Content, they shall at all times remain with Contentoo or its licensors – and Client obtains a licence in respect thereof under the same terms and conditions as named in Article 9.4, with the provision that Client acknowledges and agrees that the nature of AI-Generated Content implies that there may be similarities with other Content products and that Client cannot claim exclusivity in respect thereof. To the extent that any Intellectual Property Rights of Client are vested in the AI-Generated Content, they shall at all times remain with Client, subject to Article 9.2.
10.3. In view of the nature of AI-Generated Content, in addition to the safeguards provided by Contentoo in this respect, it is the responsibility of Client to carefully assess whether it may infringe the rights of third parties before Client uses it, and in case of doubt (i) notify Contentoo and and (ii) make all necessary adjustments to remove the infringing nature. Client indemnifies Contentoo against any third party claims based on the infringement of an (Intellectual Property) right by virtue of the AI Generated Content.
10.4. If Contentoo believes or determines that certain delivered AI-Generated Content infringes the rights of third parties or is otherwise unlawful, it shall inform Client thereof and Client shall, with reasonable support from Contentoo, discontinue the use of the infringing parts, for instance by modifying the AI-Generated Content in such a way that, in the opinion of Contentoo, there is no longer any infringement.
11.1. Parties will only provide each other with the information that is necessary or can reasonably be deemed necessary for the performance of the Assignment and the further fulfilment of the Agreement.
11.2. The Parties will treat as strictly confidential all information that they obtain – in whatever form – from each other and that is subject to confidentiality imposed by the discloser or the confidential nature of which should be reasonably known by the recipient (‘Confidential Information’).
11.3. Parties will only use Confidential Information for the purposes for which it has been provided, i.e. the performance of the Assignment and further fulfilment of the Agreement.
11.4. Contentoo is permitted to share Confidential Information obtained from Client with Third Parties engaged by Contentoo, insofar as this is necessary or can reasonably be considered necessary for the contribution of that Third Party to the performance of the Assignment. Such sharing of Confidential Information will only take place after Contentoo and that Third Party have entered into appropriate confidentiality agreements with each other.
11.5. The obligation to observe confidentiality vis-à-vis the Confidential Information shall not apply to the extent that the Party receiving the information can demonstrate that such information was received:
- was already publicly known, or has become known, other than through disclosure by the receiving Party;
- has been lawfully received from a third party together with the right to disclose it free of any obligation of confidentiality;
- must be provided pursuant to a law, regulation or court order;
- has been made public with the consent of the disclosing Party.
11.6. The Parties will take the utmost care (and ensure) the proper and safe storage of Confidential Information, so that Confidential Information is prevented from being disclosed.
12: Non-recruitment clause
12.1. Client is not permitted to enter into a direct or other indirect business relationship outside of Contentoo with a Third Party engaged by Contentoo for the performance of the Assignment without the express permission of Contentoo. This prohibition applies during the term of the Agreement as well as six months after its termination. A direct business relationship also includes an employment relationship.
12.2. Each of the Parties will, during the term of the Agreement as well as one year after the termination thereof, only employ employees of the other Party who are or have been involved in the performance of the Agreement or otherwise have them work for them, directly or indirectly, after prior permission has been obtained from the other Party.
12.3. For each violation of a provision of this clause, the violating Party forfeits to the aggrieved party an immediately payable fine in the amount of €10,000, plus € 500 for each day that the violation continues. This is without prejudice to the right of the aggrieved party to claim full compensation and without prejudice to the right of the aggrieved party to demand compliance with the provision and cessation of the violation.
13.1. Contentoo’s liability due to attributable shortcoming in the fulfilment of its obligations under the Agreement is limited to compensation for direct loss or damage suffered by Client up to a maximum of three times the amount of the stipulated compensation for the Product or Service delivered in the context of the Assignment underlying the direct loss or damage suffered.
13.2. Any liability of Contentoo for other than direct loss or damage (‘indirect loss or damage’), including but not limited to consequential damage, loss and/or damage to data, loss of profit and loss of turnover, is excluded.
13.3. Contentoo’s liability due to attributable shortcoming in the performance of the Agreement will in all cases only arise if Client gives Contentoo immediate and proper written notice of default, whereby a reasonable term is set for remedying the attributable shortcoming, and Contentoo continues to fail attributably in the fulfilment of its obligations, except in the case of a permanent attributable shortcoming. The notice of default must contain a description of the shortcoming that is as complete and detailed as possible in order to enable Contentoo to respond adequately.
13.4. A condition for the arising of any right to compensation is always that Client reports the damage or loss to Contentoo in writing immediately after it has arisen. Any claim for damages against Contentoo lapses by the mere lapse of three months after the occurrence of the claim.
13.5. The use by Client of the Products and Services is entirely at Client’s own risk and responsibility. Contentoo accepts no liability for Client’s use of the Products and Services. Client indemnifies Contentoo against any claims of others arising from the use of the Products and Services by Client.
14: Force Majeure
14.1. There is no attributable shortcoming in the performance of the Agreement by the Parties in the event of force majeure.
14.2. If the force majeure continues for at least thirty days, the Parties are entitled to terminate the Agreement, without being obliged to compensation of any damage or loss, undoing or compensation in respect of this termination.
15.1. If and insofar as any provision of the General Terms and Conditions is declared null and void or is nullified, the other provisions of the General Terms and Conditions will remain in full force. In that case, the Parties will agree on a new provision to replace the void/nullified provision, taking into account as much as possible the meaning of the void/nullified provision.
15.2. Contentoo reserves the right to unilaterally supplement and/or change these General Terms and Conditions at any time. The most current version of the General Terms and Conditions can be found on the public website of Contentoo: https://contentoo.com/general-terms/.
15: Applicable law and competent court
16.1. These General Terms and Conditions are exclusively governed by Dutch law.
16.2. Any disputes that arise between Contentoo and Client in the context of or in connection with the Agreement will exclusively be submitted to the competent court in Amsterdam, The Netherlands.