General Sales Terms and Conditions

2024

1. Definitions

The following terms and expressions, written with a capital letter, will always have the meanings set out below in the context of these General Terms and Conditions:

  1. ‘Applicant’: an authorized representative or agent who acts in their own name, but on behalf of the Advertiser, and who accepts the applicability of these General Terms and Conditions for themselves and the Advertiser as an authorized representative and/or agent;
  2. ‘Advertiser’: the (legal) entity that contracts directly, or indirectly through an Applicant, with SousChef, or otherwise establishes or has expressed an intention to establish a relationship with SousChef;
  3. ‘Advertisement’: (i) Content sponsored by Advertisers, including sponsored recipes and products, or (ii) Buttons and links that lead to domains of Advertisers.
    ‘General Terms and Conditions’: these sales terms and conditions of SousChef;
  4. ‘Online Media’: the mobile and/or online channel;
    ‘Digital Platform’: the websites, mobile websites, apps, and/or other media platforms and interactive applications of SousChef, or those for which commercial management has been transferred to SousChef;
  5. ‘SousChef’: the private limited liability company, statutorily registered and located at Europalaan 100, 3526 KS Utrecht, the Netherlands, registered with the Chamber of Commerce under number 94417784;
  6. ‘Medium’/’Media’: the mobile and/or online channel and/or platforms associated with SousChef for which the Advertisement is booked and that are owned by SousChef, or by another third party for whom SousChef acts as an external manager;
  7. ‘Online Advertisement’: an Advertisement intended to be placed on a Digital Platform for the benefit of the Advertiser—outside of SousChef’s editorial responsibility—such as, but not limited to, banners, buttons, video advertising (prerolls, postrolls, midrolls, etc.), homepage takeovers, display advertisements, etc.;
  8. ‘Agreement’: the written mutual commitments to which the Advertiser and/or the Applicant and SousChef have bound themselves towards each other, including any purchase order;
  9. ‘Technical Specifications’: the most recent technical requirements of SousChef for the submission of Advertisements;
    ‘Confidential Information’: the offered and/or agreed terms, including all information related to fees, discounts, business and commercial matters, financial forecasts and budgets, strategic plans, marketing, and advertising plans.

2. General

  1. These General Terms and Conditions apply to the entire collaboration between SousChef and the Advertiser and/or Applicant regarding the sale of Advertisements and related activities and services performed by SousChef within the scope of this collaboration. Furthermore, the most recent rate card(s) provided to the Advertiser and/or Applicant, along with the provisions and (submission) conditions listed therein, as well as the explanation thereof and the Technical Specifications and/or other information provided by SousChef, apply to offers, agreements, and activities of SousChef.
  2. The applicability of the Advertiser’s or its Applicant’s general terms and conditions or other conditions is expressly excluded. Deviations from the General Terms and Conditions shall only apply to SousChef if such deviation has been explicitly and in writing accepted by (a valid representative of) SousChef in advance.
  3. These General Terms and Conditions are considered to have been declared applicable as the customary terms of SousChef to (future) follow-up and/or additional offers, as well as to agreements, their formation, and/or execution.
  4. If one or more individual provisions in these General Terms and Conditions or in the Agreement between SousChef and the Advertiser are found to be invalid, this shall not affect the validity of the other provisions of the General Terms and Conditions, nor that of the Agreement itself, of which the General Terms and Conditions form a part. The parties shall replace the relevant provision(s) with one or more new provisions, the intent of which shall as closely as possible align with the original provision(s).
  5. These General Terms and Conditions are available for consultation by any interested party at https://www.souschef.app/algemene-voorwaarden.
  6. These General Terms and Conditions are the only official version. Translations in languages other than Dutch are unofficial and, in the event of any dispute or interpretation issues, shall always be subordinate to the Dutch version.

3. Request and Planning

  1. The request for an Advertisement on Online Media must be submitted in writing, for the same promotional message, indicating the duration of the Advertisement and the frequency. The request must clearly state the name, place of residence or registered office, and the legal form, if applicable, of the Applicant. The Applicant is jointly and severally liable for payment along with the Advertiser to SousChef. If the Applicant is foreign, SousChef may request the name, place of residence or registered office, and the legal form of a representative established in the Netherlands, who will also be jointly and severally liable for payment to SousChef and who accepts this liability by co-signing the request. The request must also state the identity of the underlying Advertiser, including the brand or trade name of the product or service being advertised, along with confirmation from the Applicant that they are authorized to have the Advertiser’s Advertisement placed by SousChef.
  2. SousChef will process and rank requests for Advertisements on Online Media, provided they are fully and correctly completed, at its discretion, based on available space. SousChef will send an offer to the Applicant or Advertiser, specifying the broadcast schedule as well as the price or pricing method. The offer must be signed for approval by the Advertiser or Applicant and, if the Applicant is foreign, also signed by their Belgian representative. It must be returned: (i) within 10 (ten) working days after receipt, or (ii) within 8 (eight) working days if the campaign starts within 4 (four) weeks. For the purposes of this article, the offer is considered received on the third working day after the dispatch date, with the day of dispatch included in this period. For offers to be sent abroad, the offer is considered received on the fifth working day after the dispatch date, with the day of dispatch included in this period.
  3. Advertisers who commission SousChef to develop and produce sponsored recipes or other forms of content acknowledge and agree that they are responsible for covering all associated production costs. These costs will be detailed and provided to the advertiser prior to the start of production and must be approved by the advertiser. Payment of these production costs must be made according to the payment terms specified by SousChef. By agreeing to these terms, the advertiser confirms their obligation to bear the full production costs as agreed.
  4. For requests for an Advertisement, an offer confirmation is only valid if it concerns the entirety of the offer, is unconditional, and has been signed by all parties involved. It must also be dated and returned within the applicable deadline. If not, the offer will expire, and SousChef may freely dispose of the relevant advertising space. Once the Advertiser or Applicant confirms the offer, a binding agreement is formed.
  5. Each Agreement is entered into intuitu personae with the Applicant, their Dutch representative, and the underlying Advertiser. It applies specifically to the relevant product or service, brand, trade name, or business, and may not be transferred, in whole or in part, under penalty of non-enforceability against SousChef.
  6. If SousChef’s trust in the creditworthiness of the Advertiser, the Applicant, and/or their Dutch representative is violated by acts of legal enforcement, and/or other identifiable events that call into question or make impossible the proper performance of the commitments made by the Advertiser and/or Applicant, SousChef has the right to demand appropriate guarantees from the Advertiser, the Applicant, and/or their Dutch representative.
  7. In the event of non-payment, contractual default, or in the case of article g., SousChef has the right, with written notice and without prior notice, to:
    – Suspend the performance of the Agreement;
    – Suspend the performance of other agreements;
    – Postpone other agreements yet to be started;
    – Demand full or partial advance payment for other agreements;
    – Immediately and unilaterally offset any credit notes granted to the Advertiser, the Applicant, and/or their Dutch representative against outstanding invoices.
    In all of these cases, the Advertiser, the Applicant, and/or their Dutch representative will have no right to compensation.
  8. The agreement obligates the Advertiser and/or Applicant to deliver the Advertisements in accordance with Article 6 of these General Terms and Conditions.

4. Postponement, Cancellation, and Suspension

  1. Cancellation of an Advertisement campaign by the Applicant or Advertiser is only possible by means of a registered letter. This must reach SousChef at least 30 (thirty) days prior to the first placement of the Advertisement and on the condition that 5% (five percent) of the agreed amount, excluding VAT, is paid at the same time. In the event of cancellation between 30 (thirty) and 15 (fifteen) days before the placement of the first Advertisement, 50% (fifty percent) of the agreed amount is due. No cancellation is possible within 15 (fifteen) days before the placement of the first Advertisement of a campaign, and the original Agreement remains binding.
  2. Postponement or rescheduling of a specific Advertisement at the request of the Advertiser to another date is only possible within the same semester through a registered letter received by SousChef at least 5 (five) working days before the original placement date. A request for postponement or rescheduling will be handled by SousChef at its discretion, based on the availability of the schedule. In any case, the Advertiser and/or Applicant remains obligated to the original amount of the Agreement, notwithstanding the application of higher rates if the request results in such a change.
  3. SousChef may suspend the placement of an Advertisement without justification, provided that this is communicated in writing to the Applicant or Advertiser in advance.
    SousChef has the right to consider the Agreement terminated without prior notice of default in the event of bankruptcy, apparent insolvency, or any substantial change in the legal status of the Applicant and/or their Dutch representative and/or Advertiser.

5. Advertisement Placement

  1. The indications provided by SousChef are merely indicative, and reservations relate to the availability of space. If SousChef is required for any reason, the schedule may be revised by SousChef, without the right to compensation for the Advertiser and/or Applicant, and without this revision being used as a basis for the termination or dissolution of the Agreement by the Advertiser and/or Applicant.

6. Advertisement

  1. Each Advertisement may only pertain to one brand, trade name, product, service, or business.
  2. In exceptional cases, other advertisers/brands may be mentioned in the Advertisement. The request for the Advertisement must accurately describe the inclusion of other advertisers/brands.
  3. The Advertiser and/or Applicant is solely responsible for the content and form of the Advertisement (including towards third parties, including all governments). The Advertiser and/or Applicant also guarantees the compliance of the Advertisement with all applicable legal, regulatory, and professional ethical standards and indemnifies SousChef irrevocably and without limitation against any claims or demands from third parties against SousChef. This includes claims related to alleged or actual violations of applicable laws, or compensation for damages or potential damages caused by the broadcast. Furthermore, SousChef has the right to refuse an Advertisement without providing reasons or to request its modification. The Advertiser and/or Applicant must, at SousChef’s first request, submit the Advertisement for review in a timely manner, without this review relieving the Advertiser and/or Applicant from their full responsibility and indemnification obligation towards SousChef.
  4. The Applicant, or their underlying Advertiser, or the Dutch representative, is prohibited from using or referring to SousChef in any manner, in any written form, as well as its media, programs, websites, logos, trademarks, or screen interfaces, under penalty of immediate termination of the Agreement, without prejudice to SousChef’s right to claim damages.
  5. The Advertiser and/or Applicant shall fully indemnify SousChef against any claims from third parties regarding copyrights and related rights, as well as all intellectual and industrial property rights related to the content and form of the Advertisement. The Advertiser and/or Applicant guarantee that, if texts or images are used in the Advertisement, all necessary permissions have been obtained and fees have been paid to all rights holders (including authors and depicted individuals). The Advertiser and/or Applicant also guarantee that all fees owed to third parties (including authors and neighboring rights holders) in connection with the disclosure and reproduction by SousChef on the Media of the material provided by the Advertiser and/or Applicant have been paid. Furthermore, the Advertiser and/or Applicant guarantee that no fees will be claimed by them or by the aforementioned third-party rights holders (or their collective management organizations representing them) related to the disclosure and reproduction of the material by SousChef.
  6. SousChef has the right to terminate or suspend the publication of a specific Advertisement when serious objections have arisen or are expected. SousChef will inform the Advertiser and/or Applicant of this measure. The application of this measure will be at the expense of the Advertiser and/or Applicant, without liability for SousChef or the involved Media Company for any form of damage, and without the Advertiser and/or Applicant being able to use this as grounds for termination or dissolution of the Agreement.
  7. The Advertiser and/or Applicant shall indemnify and, if necessary, compensate SousChef for any claim arising from a breach by the Advertiser and/or Applicant of their obligations, representations, and warranties under the Agreement. This includes, among other things, a claim based on legal proceedings, a request for compensation, sanctions, cost reimbursement, etc. If SousChef is summoned in the context of such a claim, the Advertiser and/or Applicant shall, at SousChef’s request, voluntarily intervene in the proceedings.
  8. SousChef has the right to refuse Advertisements that do not comply with the Technical Specifications. If the Advertisement is longer or larger than agreed upon and is still accepted, the price will be rounded up to the higher unit. If the Advertisement is shorter or smaller than agreed upon, the previously agreed price will apply.
  9. By entering into the Agreement, the Advertiser and/or Applicant grants SousChef a non-exclusive right to publish the Advertisement in or on the Media, through all possible transmission systems and on all possible devices, whether linear or non-linear, regardless of whether the viewer/reader/surfer/listener pays for the Advertisement.
  10. The Advertiser and/or Applicant accepts that the content or quality of the Media itself can never be a reason for not fulfilling their obligations under the Agreement (including the General Terms and Conditions), nor to invoke SousChef’s liability in this regard.

7. Digital Platforms

  1. The Advertiser and/or Applicant is not permitted to use the Digital Platforms in violation of the terms set out in the Agreement, the General Terms and Conditions, and the relevant and applicable regulations (including but not limited to the Electronic Communications Act, the future E-Privacy Regulation, and Privacy Legislation).
  2. The Advertiser and/or Applicant is not permitted to resell the advertising space on the Digital Platforms that they have access to under this Agreement to third parties.
  3. The Advertiser and/or Applicant is not permitted to use the Advertisements for:
    – Sending email messages (including spam and advertising) to third parties, whether or not for commercial purposes; and/or
    – Sending email messages or uploading files containing viruses or similar software programs that could harm the operation of the Digital Platforms offered by SousChef, the internet, or the computers and/or software of third parties;
  4. SousChef strives to ensure that the Digital Platforms offering online advertising space are available to visitors. However, SousChef does not guarantee that the Digital Platforms will be continuously or fully available at all times and reserves the right to block or disable a Digital Platform without notice for maintenance, adjustments, or improvements, or to modify, expand, remove, or otherwise alter a Digital Platform. The Advertiser and/or Applicant cannot claim any compensation for such interruptions.

8. Technical Specifications

  1. The material must be delivered in accordance with the Technical Specifications, which are available upon request. The Advertiser is solely responsible for the quality of the material.

9. Delivery and Quality Control

  1. The complete advertising material, which complies with the specifications referred to in Article 6, must be delivered to SousChef no later than 5 (five) working days before the scheduled broadcast date.
  2. If an Advertisement, in SousChef’s opinion, is not delivered on time and/or does not comply with the technical and quality standards, it may be rejected by SousChef, without prejudice to the full liability of the Advertiser and/or Applicant, and without limiting or reducing their obligations towards SousChef.

10. Media Distribution

  1. Neither SousChef nor its affiliated companies accept any liability in relation to the quality or continuity of the platform, including the availability of servers that enable access to and distribution of content on SousChef. SousChef is exempt from all obligations if access to the platform is interrupted or restricted by factors beyond our control, such as server failures or network issues.

11. Termination

  1. Each party has the right to terminate the Agreement, by registered letter, with immediate effect and without judicial intervention, if the other party breaches this Agreement and fails to remedy or cease the breach within ten (10) days of receiving a registered letter detailing the nature of the breach and requesting the defaulting party to correct or terminate the breach. SousChef has the right to terminate the Agreement, by registered letter, without any compensation, with immediate effect and without judicial intervention, if the Advertiser and/or Applicant: (i) acts in violation of Article 6.c of these General Terms and Conditions; or violates Article 17 of these General Terms and Conditions, when the Advertiser and/or Applicant fails to refrain from any act, statement, or declaration that could harm (the reputation of) SousChef, including their activities (programs, events, brands, etc.).
  2. Each party has the right to terminate the Agreement, by registered letter, without prior notice of default and without judicial intervention, with immediate effect if: (i) the other party becomes insolvent or enters liquidation, (ii) a petition for bankruptcy is filed, (iii) the other party is declared bankrupt or becomes insolvent, (iv) a conservatory or execution attachment is placed on a substantial part of the assets of that party, and this attachment adversely affects the fulfillment of that party’s obligations, or (v) in the event of any reorganization under the WHOA (Dutch Act on the Confirmation of a Private Composition in the Bankruptcy Act) or any similar (foreign) procedure by that party.
  3. If SousChef decides to cancel the event, article, or program to which an Advertisement is linked, the relevant Agreement will terminate immediately and by operation of law, without SousChef being obligated to pay any (damages) compensation. In the case of a partial cancellation, the agreed value of the Advertisement will be adjusted on a pro-rata basis.

12. Liability

  1. SousChef will perform the Agreement with the Advertiser and/or Applicant, along with its other activities and services, as carefully as possible. Neither SousChef nor its affiliated companies can be held liable for any damage, of any kind, incurred by the Advertiser and/or Applicant and/or a third party as a result of or in connection with the execution of the assignment or Agreement by SousChef, unless in the case of intent or fraud by SousChef. SousChef’s liability is in any case expressly limited to the repair of foreseeable, direct, and personal damage, excluding all indirect or immaterial damage such as, but not limited to: business loss, lost revenue and profits, loss of customers, loss or damage to data, loss of contracts, and additional costs. In all cases, SousChef’s total liability is limited to the amount for which the Agreement, or the portion of the Agreement that was not or not properly executed, was entered into.

13. Force Majeure and Unforeseen Circumstances

  1. SousChef is always entitled to suspend the performance of one or more obligations under the Agreement with the Advertiser and/or Applicant in the event of force majeure on the part of SousChef, without being obligated to pay any compensation. If SousChef is unable to fulfill its obligations under the Agreement due to a force majeure situation for a period of at least one (1) month, the Advertiser and/or Applicant has the right to terminate the Agreement with SousChef, without either party being obligated to pay any compensation.
  2. Force majeure on the part of SousChef occurs if SousChef is prevented from fulfilling its obligations under the Agreement or its preparations due to circumstances outside its direct control. Unforeseen circumstances or force majeure as defined in this article also include situations where SousChef is no longer able to perform an Agreement due to a government decision and/or judicial ruling, making it unreasonable for SousChef to continue fulfilling the Agreement.
  3. If SousChef is prevented from carrying out the Advertiser and/or Applicant’s assignment due to unforeseen circumstances or force majeure, SousChef has the right to suspend the performance of the assignment for the duration of the obstruction, or to cancel the Agreement without being liable for any compensation to the Applicant and/or the Advertiser. In such cases, SousChef is obligated to inform the Applicant or Advertiser of the obstruction as soon as possible and to communicate its decision regarding the aforementioned options.

14. Complaints

  1. Any complaint about non-compliant performance by SousChef of its obligations will only be considered if it is received in writing and by registered mail within 8 (eight) days after the day of placement by SousChef.
  2. If another Advertisement from the Advertiser was placed, SousChef will compensate the resulting damage up to the maximum price of that Advertisement, provided that the Advertiser and/or Applicant demonstrates and proves that the Advertiser has incurred damage as a result of the mix-up.
  3. In all cases, SousChef’s liability for compensation is limited to the refund of the amount for the Advertisements for which the complaint was deemed justified.

15. Payment Terms

  1. All invoices for Advertisements on online media are payable in cash at a minimum, unless otherwise specified on the invoice.
  2. SousChef reserves the right to request full or partial advance payment at any time. All applicable taxes are the responsibility of the Applicant, their Dutch representative, or the underlying Advertiser. The Applicant and/or their Dutch representative and/or the Advertiser is responsible for the payment of the Advertisements. The Applicant remains responsible for the payment of the Advertisement, even if the invoices are issued in the name of the client of that Applicant.
  3. Protests will only be considered if they are submitted to SousChef by registered letter within 8 (eight) days of the invoice date. A protest does not suspend the payment obligation.
    The invoice due date must be strictly adhered to. In the event of non-payment by the due date, the invoice amount will automatically and without notice be increased by a flat-rate compensation, which is conventionally set at 1% (one percent) of the invoice amount per calendar month or part thereof. Additionally, SousChef has the right to immediately suspend the performance of ongoing assignments and to increase the amounts of outstanding invoices by a flat-rate conventional compensation of 10% (ten percent), with a minimum of 50 EUR (fifty euros), for additional administrative costs due to non-payment, without prejudice to SousChef’s right to claim compensation for any resulting damage.
  4. Non-payment of an invoice by the due date, after a failed notice of default by registered letter, makes the outstanding balance of all other invoices, even those not yet due, automatically payable.

16. Agreement

  1. SousChef is only bound by what has been formally established and acknowledged by a valid representative of SousChef, and only that can be enforced against it.

17. Confidentiality

  1. The Advertiser and/or Applicant explicitly agrees to use Confidential Information:
    – solely and exclusively for the execution of the Agreement;
    – to keep it secret and confidential, and not to provide access to the Confidential Information to any other party or disclose it to any third party, nor to use it in any other way or allow it to be used. In particular, the Advertiser and/or Applicant is not permitted to share Confidential Information with other media agencies, advertising management companies, service providers, or other purchasers of advertising services, for any use or purpose, including processing or inclusion in a database or ‘pooling’ of Confidential Information.
    As the sole and exclusive exception, the Advertiser and/or Applicant is entitled to provide an audit firm with access to the Confidential Information in the context of an audit of their activities, subject to the following conditions:
    – the access is solely for the purpose of evaluating the performance of the Agreement;
    – the Confidential Information is provided only to the audit firm, and the Confidential Information, as well as the results of the audit, cannot be disclosed to anyone other than the Advertiser and/or Applicant;
    – the Advertiser and/or Applicant ensures that the audit firm will commit to the same level of confidentiality towards the Advertiser and/or Applicant and SousChef.
  2. The aforementioned obligations are essential. The Advertiser and/or Applicant explicitly accepts this essential nature, as well as that any breach of these obligations will cause significant damage to SousChef. In the event of a breach, SousChef has the right to terminate the cooperation between the parties and/or claim compensation for the damage suffered by SousChef, with the parties agreeing that this damage will never be less than the greater of the following amounts: (i) the discounts granted by SousChef to the Advertiser and/or Applicant, or (ii) 20% (twenty percent) of the gross advertising spend of the Advertiser and/or Applicant with SousChef during the twelve months preceding the contractual breach. The provisions of this article will remain in effect for a period of three (3) years after the end of the Agreement, unless the Confidential Information falls into the public domain other than through a breach of this article.

18. Personal Data

  1. Terms such as “personal data,” “processing,” “data subject,” and “data controller” have the meaning assigned to them in Dutch privacy legislation and its implementing regulations, and in Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016 concerning the protection of natural persons with regard to the processing of personal data and the free movement of such data, and repealing Directive 95/46/EC (hereinafter referred to as the “Privacy Legislation”).
  2. Personal data collected, obtained, or otherwise processed in the context of the Agreement are and shall at all times remain the property of the original data controller, unless the parties make different written agreements regarding the processing of this personal data.
  3. The processing of personal data by SousChef in its capacity as data controller is subject to its Privacy and Cookie Policy. The Advertiser is expressly prohibited from collecting personal data from users on the websites or apps of SousChef Services through cookies, scripts, or other methods. In particular, collecting personal data for the purpose of retargeting, audience targeting, and behavioral targeting, as well as information about user behavior on the websites or apps of SousChef Services, is not permitted without prior consent from SousChef Services.
  4. The Advertiser is only permitted to collect the following metadata in a fully anonymized form that makes it impossible to identify the user:
    – How often the advertisement has been viewed (i.e., number of “views”);
    – How often the advertisement has been clicked (i.e., number of “clicks”);
    – What portion or percentage of the Advertisement the user or viewer has seen;
    – The screen resolution used;
    – The browser used;
    – The operating system used.
  5. Each party is liable in its capacity as data controller for the personal data it collects and processes, with respect to the data subjects, for damage caused by violations of their rights under the Privacy Legislation.
  6. The Advertiser and/or Applicant is liable for all damage caused to SousChef in the event of non-compliance with the obligations under this Article 18 and indemnifies these parties from any third-party claims in this regard. In case of non-compliance with Article 18, SousChef also reserves the right to terminate the campaign or take the Advertisement offline, without affecting the Advertiser and/or Applicant’s obligation to make full payment for the campaign.

19. Applicable Law and Disputes

  1. Dutch law applies to this Agreement.
    Disputes arising from or related to these General Terms and Conditions shall be submitted to the court in Midden-Nederland.