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General Terms and Conditions of Delivery Boom Publishers Den Haag BV

  • Boom uitgevers Den Haag B.V. General Terms and Conditions (business)

    These General Terms and Conditions apply to all agreements related to the delivery of content and services entered into by Boom and business clients.

    Article 1 – Definitions

    In these Terms and Conditions, the following terms have the following meanings:
    Subscription:
    an agreement in which Boom undertakes to periodically provide content and/or a service during the term of the subscription until the time of regular termination by client or termination by Boom.

    Boom:                                                
    Boom uitgevers Den Haag B.V., with its registered office at Kanonstraat 4-IV, 2514 AR, The Hague, filed in the commercial register of the Chamber of Commerce under number 30136930, also trading as Boom bestuurskunde, Boom criminologie, Boom juridisch and Eleven international publishing.

    Content:                                            
    all works, documents, information and other materials, in whatever form, whether or not they are digital, published by Boom or third parties and sold or made available for use by Boom, whether or not online, including books, e-books, daily newspapers, newspapers and weekly magazines, magazines, articles, calendars, phased plans, educational material, courses and databanks.

    Service:                                              
    a service offered by Boom that Boom performs and that is commissioned by and/or on behalf of client, including but not restricted to a digital service, a course or training.

    Digital Content:                              
    any content in digital form that is not on a tangible medium and that is made available for use, including Content that is made available for use as a digital copy (download) or through a digital service (licence).

    Digital Service:                              
    a service through which Boom provides client with access to Digital Content, and may provide other functionalities, via software and/or an electronic communications network, available online or offline, via a website, app or in some other way. 

    User:                                                   
    a natural person who is entitled to use the Content and/or Service on the grounds of the Agreement or the Terms and Conditions.

    Client:                                                
    the natural person or legal entity, acting for purposes relating to his, her or its trade, business, craft or professional activities, who enters into an agreement with Boom.

    Agreement:                                      
    the Agreement between Boom and Client for the purposes of the sale or making available for use of Content and/or a service in whatever form and entered into in any way whatsoever.

    Terms and Conditions:                
    these General Terms and Conditions.


    Article 2 – Boom’s identity

    Name of user: Boom uitgevers Den Haag B.V.
    Also trading as: Boom bestuurskunde, Boom criminologie, Boom juridisch and Eleven international publishing.
    Business address: Kanonstraat 4-IV, 2514 AR The Hague
    Telephone number: +31 (0)70 330 70 33
    Available: from Monday to Friday from 9 a.m. to 5 p.m.
    E-mail address: klantenservice@boomdenhaag.nl.
    Website: boomuitgeversdenhaag.nl
    Chamber of Commerce number: 30136930, VAT number: NL805186141B01


    Article 3 – Scope of application and amendments to Terms and Conditions

     

    1. These General Terms and Conditions apply to all agreements between Boom and Client. The Terms and Conditions can be accessed digitally on the Boom website, and will be sent immediately on request and without charge.
    2. Boom expressly rejects the terms and conditions applied by Client and they are not part of the Agreement, unless Boom expressly accepts these terms and conditions in writing.
    3. Boom is entitled to amend the Terms and Conditions. Amendments to the Terms and Conditions also apply to existing agreements. Boom will announce amendments to the Terms and Conditions on its website and in its newsletters before they come into effect. The amended Terms and Conditions come into effect two weeks after the announcement, or later at the time stipulated in the announcement.


    Article 4 – Offers and conclusion of the Agreement
     

    1. Offers from Boom constitute an invitation to make an offer and therefore cannot be accepted. Client makes the offer by placing an order or a request for the delivery of the Content or Service based on an offer.
    2. The Agreement is concluded through Boom’s written acceptance of Client’s order or request, or through the actual implementation of the Agreement in which the order was established by Boom. Boom is at all times at liberty to reject an order or request from Client.
    3. An electronic message is equivalent to a written notification for the application of the Terms and Conditions.
    4. The Book 6, Sections 227b(1) and 227c of the Dutch Civil Code are excluded from application.


    Article 5 – Price, invoicing and payment
     

    1. Providing Content and Services is done based on the prices and rates stated at the time the Agreement is concluded. All prices applied by Boom are excluding VAT and excluding postage and administrative costs.
    2. Boom is entitled to change prices and rates. Adjusted prices and rates are applicable from the time that they are stated.
    3. Payment by Client must take place within 14 days at the latest of the time that the Agreement is concluded, and deposted into a bank and/or giro account designated by Boom, unless payment or advanced payment has been made by credit card, iDEAL or another manner allowed by Boom.
    4. If Client exceeds the payment term, this will lead to default without notice of default being required. If the payment term is exceeded, Boom is entitled to charge default interest of 1% of the outstanding amount per month or part thereof, unless the statutory commercial interest is higher, in which case the statutory commercial interest is owed. Customer is liable for any judicial and extrajudicial costs (including lawyer’s fees) that Boom incurs for the collection of the invoiced amounts, with a minimum of 15% of the outstanding invoiced amount including any interest owed.
    5. Client is not entitled to suspend his, her or its payment obligations. Client is not permitted to offset any payment obligation to Boom, irrespective of the reason, with a claim that Client has against Boom.
    6. Boom is entitled to suspend the fulfilment of any obligation, including but not restricted to the delivery of Content or Services to Client, for as long as Client has not met his, her or its payment or other obligations to Boom, irrespective of the reason for this. Boom is disclaims liability for damages due to exercising its right to suspend performance.


    Article 6 – Delivery, implementation and risk
     

    1. Delivery of Content on a tangible medium is done by providing the tangible medium containing the Content to the address submitted by Client for that purpose. Delivery of Digital Content is done by sending a digital copy to an e-mail address submitted by Client for that purpose, or by sending an access code or means of verification for a Digital Service to an e-mail address submitted by Client for that purpose. Digital Content is only made available for use (licence) in accordance with the Article 7 as stated below.
    2. An access code or means of verification is strictly personally. Client will treat the access code or means of verification as strictly personal and confidential. Client is not permitted to disclose the access code or verification means in public places or to give it to several persons or third parties, unless Boom expressly permits such disclosure in writing. If Client knows or reasonably ought to know that unauthorised third parties can access the access code or the verification means, Client will inform Boom of this immediately.
    3. Client bears the risk of loss or damage from the time of the delivery of the Content.
    4. Boom will endeavour to deliver Content, or have Content delivered, to Client within five working days of concluding the Agreement. This term is expressly a target date and not a final deadline.
    5. Client is entitled to terminate the Agreement if delivery takes longer than thirty days.
    6. Boom retains ownership of all goods delivered to Client until Client has settled in full all amounts it owes, or will owe, to Boom on any grounds whatsoever. This is a so-called extended retention of title.


    Article 7 – Use of Digital Content (licence)
     

    1. Boom grants Client non-exclusive, non-transferable and non-sublicensable user rights (licence) to the Digital Content and the software required for its use, if applicable.
    2. Client’s user rights are issued for the duration of the Agreement. For the sale of e-books, Boom grants Client user rights for a ten-year period.
    3. Unless expressly agreed otherwise in writing, user rights are restricted to the right to consult and use Digital Content for personal and non-commercial use or for internal business purposes. Client will not reproduce or disclose Digital Content, except as provided for in the Terms and Conditions and the Dutch Copyright Act [Auteurswet]. Commercial exploitation of Digital Content is not permitted under any circumstances. Furthermore, user rights may only be exercised by Users. If the Agreement does not stipulate who the Users are and how many there are, the user rights may only be exercised by one User.
    4. Client is not permitted to make Digital Content available for use by any third parties other than Users, unless Boom has given prior written permission for this.
    5. Contrary to the provisions of the above, Client is permitted to disclose or reproduce parts of the Digital Content for illustration purposes when teaching, to the extent that the intended, non-commercial purpose is justified, provided:

    -        Client can be classified as a non-commercial educational institution;

    -        Client clearly states the source, including the name of the creator, insofar as is reasonable;

    -        Client pays fair compensation to the creator or his or her successors in title;

    -        All the other conditions of Section 16 of the Dutch Copyright Act are met.

    1. To comply with statutory fair compensation owed as referred to above, Client can contact the Dutch Publication and Reproduction Rights Organisation [Stichting Publicatie- en Reproductierechten Organisatie] at P.O. Box 3060, 2130 KB Hoofddorp, www.stichting-pro.nl).
    2. Boom or its licensor(s) may take technical measures to protect their intellectual property rights. Client is not permitted to remove, circumvent or bypass these protection measures.
    3. To the extent that it is reasonably necessary for the enforcement of intellectual property rights, Boom or its licensor(s) are entitled to impose temporary or permanent restrictions regarding the scope of the user rights or the number or types of devices on which the Digital Content may be consulted.
    4. If Client acts contrary to this article, Boom is entitled to suspend access to Client’s Digital Content or web account with immediate effect, without prejudice to Boom’s right to recover from Client damages suffered (including costs incurred) in connection with the infringement in question. Boom cannot be held liable for the consequences of the suspension.
    5. Temporarily restricted access to or availability of the Digital Content does not give Client the right to suspend payment for fees or payments owed. Client is not entitled to reimbursement of payments made by it if there is temporarily no access or restricted access to the Digital Content.


    Article 8 – Availability and use of Digital Services
     

    1. Boom endeavours to provide optimum availability of Digital Services, but can give no guarantees whatsoever regarding the availability.
    2. Boom will carry out the necessary maintenance that could hinder the availability of Digital Services as far as possible outside normal working hours.
    3. Client is not permitted to integrate or combine software, either entirely or in part, that is used when using Digital Services with software that has not been provided by Boom, unless Boom has given its express written permission for this.
    4. Decompiling, reverse engineering or any kind of translation or adaptation whatsoever of software is forbidden, unless and only to the extent that these acts fall entirely within what is permitted under the Dutch Copyright Act.
    5. Client is responsible, for his, her or its own account and risk, for the equipment, software and other facilities, including data communication facilities, required to be able to use the software. Client is responsible for the adequate security and virus protection for his, her or its computer or other systems.
    6. Software that is used for Digital Services will be provided, without any guarantee, to Client in the condition in which it was at the time of delivery (‘as is’). Boom does not guarantee that the software is suitable for a specific objective, is free of errors, will work without interruption or that defects in the software will be corrected.
    7. Temporarily restricted access to or availability of the Digital Services does not give Client the right to suspend the payment of fees or payments owed. Client is not entitled to reimbursement of payments made by it if there is temporarily no access or restricted access to the Digital Services.
    8. Client and Users are obliged to enter their own names when creating accounts that enable them to use the Digital Services. Aliases are not permitted. If Client is under the impression that someone else is using his, her or its account or the Users’ account, he, she or it will inform Boom of this immediately.
    9. Client is not permitted to make Digital Services available for use by any third parties other than Users, unless Boom has given prior written permission for this.
    10. Uploading, hacking or spamming viruses or malicious code, or sending DDos attacks are not permitted.
    11. Client is solely responsible for the content posted by it with Digital Services. Customer guarantees that he, she or it is authorised to post this content and that it does not infringe the rights of third parties. Customer indemnifies Boom against claims from third parties in that respect. Boom cannot be held accountable for the incompleteness or incorrectness of content posted by Client.
    12. Posting content that is punishable, unlawful, hateful, threatening or pornographic, or violates the privacy of others is not permitted. Conduct contrary to generally accepted norms and values, such as inappropriate and hurtful language, racism, prejudices, bullying and intimidation, are not permitted.
    13. If Client acts contrary to this article, Boom is entitled to remove content posted by Client and to suspend access to Client’s Digital Services with immediate effect, without prejudice to Boom’s right to recover from Client damages suffered (including costs incurred) on account of or in connection with the infringement in question. Boom cannot be held liable for the consequences of the suspension of access to the account.


    Article 9 – Sale of Digital Content by Client
     

    1. Client is not permitted to put into circulation the Digital Content that was made available as a copy for use, for instance, by selling the copy or a copy of it online, by offering it for sale, renting it out or lending it.
    2. Insofar as exhaustion of copyright can be invoked with respect to the Digital Content within the meaning of Section 12b of the Dutch Copyright Act, and contrary to the provisions of the first paragraph, Client is only entitled to put the digital copy on the market if:

    -        he, she or it has obtained user rights for an indefinite period from Boom with respect to the copy in question;

    -        he, she or it has paid Boom a price that is in line with the market value of the copy;

    -        he, she or it hands over the licence for use as well as the copy itself, and renders his, her or its own copy unusable and can demonstrate that this has been done.

    1. Renting and lending of Digital Content by Client is not permitted under any circumstances whatsoever.


    Article 10 – Guarantee and returns
     

    1. Boom guarantees that the Content and the Services comply with the Agreement, the specifications referred to in the offers, the reasonable requirements of soundness and/or usability, and existing legal obligations in force on the date that the Agreement was concluded. Nevertheless, Boom cannot vouch for the absence of errors or the completeness of Content or Services.
    2. Client is entitled to return to Boom Content delivered on a tangible medium within 7 days after receipt. Boom will only accept returns if the tangible medium has not been used, is not damaged and is accompanied by the original packing slip or invoice, and if Client informs Boom in writing of the reason for the return.
    3. Digital Content that is made available for use as a digital copy (download) or through a Digital Service (licence) including e-books, and Content that has been created in accordance with Client’s specifications cannot be returned.
    4. If the return meets the conditions mentioned in the second paragraph, Boom will refund the amount paid by Client, excluding postage and administrative costs, within 30 days of receipt of the returned item.
    5. Contrary to the provisions of the aforementioned, there is expressly no right to return orders placed via distributors, bookshops and retailers. If Boom permits returns in specific cases, terms and conditions may apply.


    Article 11 – Complaints
     

    1. Client must check delivered Content and/or Services for shortcomings immediately after delivery, submit complaints to Boom in writing and within 7 working days, and provide a clear and full explanation. Boom will handle the complaint in accordance with the complaints procedure that it applies. Failure to submit a complaint in good time will invalidate any claim against Boom with respect to defects in the delivered Content and/or Services.
    2. Responses to complaints will be given within a period of 14 days after the date of receipt. If it is anticipated that a complaint will take longer to process, Boom will respond within the 14-day period with an acknowledgement of receipt and an indication of when Client can expect a more detailed answer.
    3. Submitting a complaint does not suspend Client’s payment obligation.


    Article 12 – Subscriptions
     

    1. Unless otherwise stated in writing, all subscriptions that Boom offers are entered into for the remainder of the calendar year after the start of the subscription, after which they will be tacitly renewed for the next full calendar year. Client is entitled at all times to terminate a subscription at the end of the current period subject to a notice period of one month.
    2. Notice to terminate can be done in writing or by e-mail. The notice to terminate can be addressed to Boom uitgevers Den Haag B.V., Stationsweg 66, 7941 AK Meppel or to budh@boomdistributiecentrum.nl.
    3. Prices for subscriptions to magazines are excluding VAT and including postage, unless otherwise stated in writing.


    Article 13 – Courses/training programmes
     

    1. Enrolment for a course or training is done through a written notification.
    2. Client is entitled to cancel the enrolment in writing within 14 days of enrolment, without giving reasons and free of charge. After the expiry of this term, Boom charges 50% of the costs provided the cancellation takes place a month at the latest before the course is due to start. After that, the full costs will be charged.
    3. When offering courses, Boom always states the minimum number of participants required. If this number is not reached, then Boom is entitled to cancel the course in question two days at the latest before the course starts due to insufficient participation and refund the enrolment fee, without having to pay Client any compensation whatsoever. 
    4. Course material is exclusively for own use or use within Client’s organisation, and must not be used for commercial purposes under any circumstances.


    Article 14 – Privacy
     

    1. Boom processes personal data exclusively in accordance with the Dutch Personal Data Protection Act (Wet bescherming persoonsgegevens) and other applicable laws and regulations. The Boom privacy policy applies to the processing of personal data by Boom in the context of its provision of service. The privacy policy is available on Boom’s website.


    Article 15 – Force majeure
     

    1. With reference to the provisions of Book 6, Section 75 of the Dutch Civil Code, a breach cannot be attributed to Boom due to circumstances beyond its control, including war, the threat of war, mobilisation, insurrection, strikes or lockouts, fire, floods, illness and/or accidents that affect its staff, computer failures, interruptions to operations and reduced production, a lack of raw materials or packaging materials, transportation delays, judicial intervention, import restrictions or other government-imposed restrictions, and any other circumstance that hinder performance that are not exclusively beyond Boom’s control, such as non-delivery or late delivery of goods and services of third parties engaged by Boom.
    2. Boom obligations are suspended in such cases. Only after the lapsing of a six-month period do Boom and Client have the right to terminate the Agreement either entirely or in part. Suspension and termination do not lead to any obligation to pay damages, even if Boom stands to benefit in some from this.


    Article 16 – Liability
     

    1. Boom is not liable for consequential damages incurred by Client, including but will not restricted to loss of profits, reputational damage and third-party claims.
    2. Boom’s liability is limited to the amount for the case in question that is paid out under Boom’s insurance, plus the policy excess that is for Boom’s account according to the policy conditions for the insurance for the case in question. The claim to pay compensation to Client is only due and payable after Boom’s insurer has paid out.
    3. If, for whatever reason, no payment is made under the insurance mentioned in the previous paragraph, Boom’s liability is limited to the total amount invoiced to Client during the previous 12 months, up to a maximum of € 10,000.
    4. The limitation of Boom’s liability does not apply if deliberate intent or wilful recklessness is attributable to Boom. 

     
    Article 17 – Intellectual property rights

    1. All intellectual property rights, including but not restricted to copyrights, model rights, database rights, trademark rights, trade name rights and patent rights, and others rights to and in connection with the Content and/or Services and know-how related to these are vested in Boom and its licensors.
    2. Without Boom’s prior written permission, Client is not permitted to reproduce or disclose, entirely or in part, Content and/or Services delivered to Client by Boom, unless and to the extent that this is expressly permitted under the Agreement, the Terms and Conditions or mandatory law.
    3. Nothing in the Agreement or the Terms and Conditions can be interpreted as an assignment of intellectual property rights with respect to the Content and/or Services.


    Article 18 – Termination of the Agreement
     

    1. Boom is entitled to terminate the Agreement with immediate effect, entirely or in part, in writing, without notice of default and without owing any compensation or payment whatsoever if:

    -        Client infringes any intellectual property rights to the Content and/or Service;

    -        Client has been granted suspension of payment;

    -        a petition for liquidation is filed against Client;

    -        the Dutch Debt Management (Natural Persons) Act [Wet schuldsanering natuurlijke personen] is applied to Client as a natural person;

    -        Client’s company is dissolved, wound up, terminated in some other way and/or is transferred to a third party without Boom’s prior written permission.

    1. The provisions in the previous paragraph do not affect the possibility of dissolution under the law.
    2. If the Agreement is terminated, all obligations that Client has to Boom are due and payable immediately and in full.
    3. Termination of the Agreement will result in the lapsing of Client's rights to use the Content and/or Services with immediate effect.
    4. Boom is at all times entitled to terminate the Agreement, subject to a notice period of one month, unless otherwise provided in the Agreement.


    Article 19 – Applicable law and competent court
     

    1. The Agreement is governed by Dutch law. The application of the Vienna Sales Convention is excluded.
    2. The competent court in The Hague has exclusive competence over any disputes that may arise in connection with or related to the Agreement.
       

    Article 20 – Other provisions
     

    1. If a provision in the Terms and Conditions is non-binding, either entirely or in part, the other provisions will remain in full force. The non-binding provision will, in this case, be deemed to be replaced by a provision that is binding and that deviates as little as possible from the content and purport of the non-binding provision.
    2. Boom is entitled to assign its rights and/or obligations under the Agreement entered into with Client to subsidiary and/or group companies or to its legal successors. Boom will be released from its obligations to Client on account of the assignment. Customer is obliged, immediately on Boom’s request, to cooperate fully with everything required for the assignment in question.
    3. Client’s rights under the Agreement cannot be assigned without Boom’s prior written consent. This provision has effect under property law as referred to in Book 3, Section 83(2) of the Dutch Civil Code.