1.1 Outstanding Media B.V.: The private limited liability company with its registered office at Marterkoog 7C, 1822 BK Alkmaar, hereinafter referred to as “Outstanding Media.”
1.2 Client: Any natural or legal person who enters into or negotiates an agreement with Outstanding Media.
1.3 Agreement: Any mutual acceptance, confirmed in writing, by telephone, or by email, of the delivery of one or more products or services by Outstanding Media to the Client.
1.4 Product: All work to be performed and all works to be produced by Outstanding Media for the Client, including but not limited to designs, concepts, advertisements, and other materials.
1.5 Supplier: The person, firm, or company that supplies products and/or services to Outstanding Media.
1.6 Advertising message: A commercial or advertisement that the Client wishes to air according to an agreed-upon indicative or final placement schedule.
2.1 These general terms and conditions apply to all legal relationships between Outstanding Media, the Client, and all other parties, including all work and services as specified in quotations.
2.2 Any deviations from these general terms and conditions are valid only if they have been expressly agreed to in writing by Outstanding Media.
2.3 The applicability of general (purchase) conditions used by the Client is expressly rejected.
2.4 Outstanding Media reserves the right to amend its terms and conditions; for more details, see Article 17 of these terms and conditions. The date of the most recent version is always indicated in the terms and conditions.
3.1 All offers and quotations from Outstanding Media are non-binding and do not obligate Outstanding Media, unless expressly stated otherwise in writing. Quotations expire after 30 days, unless otherwise stated.
3.2 A quote consisting of multiple components or services may only be accepted in its entirety. Outstanding Media is not obligated to perform part of the quote for a corresponding portion of the price.
3.3 An agreement is concluded only when:
a) Outstanding Media has confirmed an order or quotation in writing (including by email); or
b) Outstanding Media, with the Client’s knowledge, has already commenced performance of the agreement.
In this regard, Outstanding Media’s records shall serve as conclusive evidence of the existence and content of the agreement, unless proven otherwise.
3.4 Outstanding Media is entitled at any time to refuse or decline to confirm an order or request without providing a reason, without incurring any liability as a result.
3.5 If the Client acts on behalf of or for the benefit of a third party, the Client warrants that such third party accepts the agreement and these general terms and conditions. In that case, the Client remains jointly and severally liable for all obligations arising from the agreement.
3.6 All prices quoted by Outstanding Media are exclusive of VAT and other government-imposed taxes, unless expressly stated otherwise.
4.1 Outstanding Media will perform the agreement to the best of its knowledge and ability, exercising the care expected of a diligent contractor. Outstanding Media is subject solely to an obligation of effort and expressly not to an obligation of result.
4.2 In many cases, Outstanding Media acts as an intermediary between the Client and third parties, such as operators and other suppliers, in the performance of the agreement. Outstanding Media is not responsible for the performance of work by these third parties.
4.3 Outstanding Media is entitled to engage third parties in the performance of the agreement. These third parties will be selected with due care, but Outstanding Media is not liable for any failures on the part of these third parties.
4.4 Terms and conditions, restrictions, and schedules imposed by third parties may affect the performance of the agreement. Outstanding Media is not liable for any deviations in placement, scheduling, reach, availability, or other performance resulting from such circumstances.
4.5 Specified schedules, placements, quantities, reach, and other campaign data are indicative, unless expressly agreed otherwise in writing.
Article 5 – Transfer of Rights and Obligations
5.1 The Client may not transfer any rights or obligations without permission.
Article 6 – Media Planning and Placement
6.1 All media plans, recommendations, and proposals provided by Outstanding Media are based on the information available at that time and are to be considered indicative, unless expressly agreed otherwise in writing.
6.2 Outstanding Media will make every effort to carry out campaigns in accordance with the agreed-upon media plan, but cannot guarantee that advertisements will be placed in specific locations, at specific times, on specific platforms, or on specific networks, unless this has been expressly agreed to in writing.
6.3 Outstanding Media is entitled, if it deems it necessary for the proper performance of the agreement, to change or replace scheduled placements, locations, or media with other, comparable options.
6.4 The figures, reach statistics, touchpoints, and other performance indicators provided are indicative and do not guarantee actual results.
6.5 Outstanding Media is not liable for any deviations in the placement, reach, duration, or availability of campaigns resulting from circumstances beyond its control, including but not limited to decisions, restrictions, or failures on the part of operators or other third parties.
6.6 If a campaign is not carried out, in whole or in part, or is interrupted due to circumstances beyond Outstanding Media’s control, Outstanding Media is entitled to carry out the campaign at a later date or to implement an alternative plan.
6.7 The Client acknowledges that the execution of campaigns depends on third parties and that deviations in scheduling, placement, and execution are inherent to the nature of outdoor advertising and media campaigns.
6.8 Minor deviations in the execution of the campaign do not entitle the Client to compensation, termination, or a discount.
7.1 The Client warrants that all data, materials, and information provided to Outstanding Media by or on behalf of the Client are complete, accurate, and up-to-date. Outstanding Media may rely on the accuracy of such information and is not obligated to verify it.
7.2 The Client is responsible for providing, in a timely and complete manner, all materials, data, and instructions necessary for the performance of the agreement, in accordance with the specifications and deadlines set by Outstanding Media.
7.3 If the Client fails to fulfill, or fails to fulfill in a timely or complete manner, its obligations as set forth in this article, Outstanding Media is entitled to suspend performance of the agreement, adjust the schedule, and/or charge the resulting costs and damages to the Client. In such a case, the Client remains fully obligated to pay the agreed-upon fees.
7.4 The Client warrants that all materials provided by it, including but not limited to texts, images, logos, and visual material:
a) do not infringe on the rights of third parties, including intellectual property rights and rights of publicity;
b) comply with all applicable laws and regulations, including advertising laws and the Dutch Advertising Code;
c) are not unlawful, misleading, offensive, or otherwise impermissible.
7.5 The Client shall fully indemnify Outstanding Media against all claims by third parties, including but not limited to regulatory authorities, operators, and rights holders, arising out of or in connection with the materials, data, or instructions provided by the Client.
7.6 The Client remains responsible at all times for the content and accuracy of the campaign, even if Outstanding Media is involved in its creation, editing, or optimization.
7.7 Outstanding Media reserves the right at all times to refuse materials or to suspend performance if, in its opinion, they do not meet the requirements set forth in this section.
8.1 All deadlines (including delivery deadlines) and schedules specified by Outstanding Media are indicative and based on the information available at the time the agreement was entered into.
8.2 Outstanding Media will make every effort to adhere to the specified deadlines as much as possible, but these deadlines shall never be considered strict deadlines, unless otherwise expressly agreed in writing.
8.3 Failure to meet a deadline does not entitle the Client to compensation, termination of the agreement, or suspension of any obligation.
8.4 If a delay occurs due to circumstances beyond Outstanding Media’s control, including delays on the part of operators, suppliers, or other third parties, the deadline will be automatically extended by the duration of the delay.
8.5 If the Client fails to provide the necessary materials, data, or approvals in a timely manner, Outstanding Media is entitled to adjust the schedule and charge any additional costs to the Client.
8.6 Outstanding Media is not liable for damages resulting from a delay in the performance of the agreement.
9.1 Unless otherwise agreed in writing, invoices from Outstanding Media must be paid within 14 days of the invoice date.
9.2 Outstanding Media is entitled at any time to require (partial) advance payment or security before proceeding with the performance of the agreement.
9.3 If the Client fails to pay on time or in full, the Client shall be deemed to be in default by operation of law, without the need for a further notice of default. From that moment on, the Client shall owe statutory commercial interest on the outstanding amount.
9.4 In the event of default, Outstanding Media is entitled to:
a) suspend or terminate the performance of the agreement;
b) refrain from carrying out or interrupt campaigns that have already been scheduled;
c) declare all claims against the Client immediately due and payable.
9.5 All judicial and extrajudicial collection costs shall be borne in full by the Client. The extrajudicial collection costs shall amount to at least 15% of the amount due, with a minimum of €250.
9.6 The Client is not entitled to set off, suspend, or withhold payments.
9.7 Payments made by the Client shall first be applied to the costs due, then to the interest due, and finally to the principal amount.
9.8 Outstanding Media is entitled to invoice the Client in full for any third-party costs (such as operators and suppliers) incurred prior to the campaign.
10.1 The Client must cancel an agreement in writing.
10.2 If the agreement has already been confirmed to/by the Client, the Client owes Outstanding Media the full agreed-upon contract amount.
10.3 Regardless of the timing of the cancellation, the Client is also fully obligated to reimburse Outstanding Media for all costs already incurred and obligations already assumed toward third parties, including but not limited to operators and suppliers.
10.4 If and to the extent that third parties apply stricter cancellation terms, those terms shall apply in full to the Client.
10.5 Cancellation does not suspend the Client’s payment obligations.
10.6 Outstanding Media is entitled to refuse a cancellation if the nature of the agreement or its obligations toward third parties do not reasonably permit it.
11.1 Outstanding Media is not obligated to fulfill any obligation if it is prevented from doing so due to force majeure.
11.2 Force majeure is defined as any circumstance beyond Outstanding Media’s control, whether foreseeable or not, that temporarily or permanently prevents the performance of the agreement, including but not limited to: disruptions in (telecommunications) networks or systems, power outages, extreme weather conditions, fire, strikes, pandemics, government measures, restrictions or failures on the part of operators or other engaged third parties, and disruptions in the delivery of services or materials.
11.3 In the event of force majeure, Outstanding Media is entitled to suspend performance of the agreement for the duration of the force majeure situation, or to terminate the agreement in whole or in part, without being liable for any damages.
11.4 If the force majeure situation continues for more than 60 days, both parties are entitled to terminate the agreement (in whole or in part) without any obligation to pay damages.
11.5 If, at the time the force majeure event occurs, Outstanding Media has already partially fulfilled its obligations or is still able to partially fulfill them, it is entitled to invoice the portion already performed separately. The Client is obligated to pay this invoice.
11.6 Force majeure also includes the inability to carry out campaigns (on time) as a result of decisions or restrictions imposed by operators or concessionaires.
12.1 Outstanding Media is entitled to suspend the performance of the agreement in whole or in part, or to terminate the agreement in whole or in part with immediate effect, without being liable for any damages, if:
a) the Client fails to fulfill its obligations under the agreement, or fails to do so on time or in full;
b) the Client is declared bankrupt, files for a stay of payments, or ceases its business operations in whole or in part;
c) (a substantial portion of) the Client’s assets is seized;
d) circumstances arise that are of such a nature that Outstanding Media cannot reasonably be expected to fulfill the agreement.
12.2 In the event of termination as provided for in this article, all claims by Outstanding Media against the Client shall become immediately and fully due and payable.
12.3 Termination of the agreement does not affect the Client’s obligation to pay amounts already invoiced and costs already incurred. The Client also remains obligated to compensate for any damages and costs resulting from the termination.
12.4 Outstanding Media shall not be liable for any damages resulting from the suspension or termination of the agreement pursuant to this section.
12.5 Obligations that, by their nature, are intended to continue after the termination of the agreement shall remain in full force and effect. This includes, at a minimum, obligations relating to payment, liability, intellectual property, and confidentiality.
12.6 Outstanding Media is entitled to cancel or refrain from carrying out campaigns that have already been scheduled or purchased if a situation as described in this article arises, without this giving rise to any obligation to provide a refund.
13.1 Outstanding Media is liable only for direct damages that are the direct result of an attributable breach in the performance of the agreement.
13.2 Outstanding Media shall not be liable for indirect damages. Indirect damages are understood to include, in any case: consequential damages, lost profits, lost savings, damages resulting from business interruption, reputational damage, and loss of data.
13.3 Outstanding Media’s total liability, for any reason whatsoever, is limited per event or related series of events to the amount paid by the Client under the relevant agreement (excluding VAT).
13.4 Outstanding Media is not liable for damages resulting from:
a) acts or omissions of third parties engaged by it, including operators and suppliers;
b) inaccuracies or omissions in data, materials, or instructions provided by or on behalf of the Client;
c) deviations in planning, placement, duration, reach, availability, or other campaign parameters;
d) failure to achieve intended results, including but not limited to reach, conversion, visibility, or effectiveness of campaigns.
13.5 If Outstanding Media fails to perform its obligations through its own fault, it shall at all times have the right, at its discretion, to remedy the failure by (i) performing the obligation correctly, (ii) providing a substitute performance, or (iii) terminating the agreement (in whole or in part). The Client is not entitled to any additional compensation.
13.6 A series of related events shall be considered a single event for the purposes of this article.
13.7 Any claim for damages shall be barred if it is not submitted to Outstanding Media in writing, with a statement of grounds, within 12 months of the date on which the claim arose.
13.8 Any right to compensation is always subject to the condition that the Client promptly—but no later than 14 days after the Client has discovered or reasonably should have discovered a defect—notifies Outstanding Media in writing of the defect and thereby grants a reasonable period for rectification.
13.9 The limitations set forth in this section do not apply if the damage results from Outstanding Media’s willful misconduct or gross negligence.
Article 14 – Intermediaries and Third Parties
14.1 In performing the agreement, Outstanding Media acts as an intermediary between the Client and third parties, including operators and suppliers.
14.2 Outstanding Media is not responsible for the performance of services by these third parties.
14.3 Additional terms and conditions of third parties may apply to all services and products provided by such third parties. The Client accepts these terms and conditions.
15.1 All intellectual property rights relating to works developed or made available by Outstanding Media, including but not limited to reports, recommendations, designs, concepts, campaigns, software, and other materials, are vested exclusively in Outstanding Media or its licensors.
15.2 The Client shall be granted only a non-exclusive, non-transferable, and non-sublicensable right to use the materials delivered by Outstanding Media, and solely for the purpose for which they were provided under the agreement.
15.3 The Client may not reproduce, publish, modify, or make available to third parties the materials referred to in Section 15.1 without Outstanding Media’s prior written consent, except within the scope of the agreed-upon use.
15.4 If and to the extent that the materials delivered by Outstanding Media (in whole or in part) contain third-party rights, such as licenses from rights holders, stock footage, or software, the Client’s use of such materials is subject to the terms and conditions of those third parties. The Client warrants that it will comply with these terms and conditions.
15.5 Outstanding Media is entitled to use the works it has developed and the campaigns it has carried out for its own promotional purposes, including its portfolio, website, presentations, and social media, unless otherwise expressly agreed in writing.
15.6 The Client may not make any changes to the materials provided by Outstanding Media without Outstanding Media’s prior written consent, unless such changes are necessary for the agreed-upon use and do not infringe upon Outstanding Media’s rights.
15.7 Unless otherwise agreed in writing, the right of use does not include the right to reuse concepts, strategies, or creative work for other campaigns or purposes.
16.1 The parties agree to maintain the confidentiality of all confidential information they have obtained from each other or from other sources in connection with this agreement. Information shall in any case be deemed confidential if it has been designated as such by a party or if this arises from the nature of the information.
16.2 Confidential information includes, but is not limited to: quotations, rates, strategies, campaigns, business information, customer data, and other non-public information of a party.
16.3 The parties shall use confidential information solely for the purpose for which it was provided, namely the performance of the agreement, and shall not disclose it to third parties without the prior written consent of the other party.
16.4 The parties are permitted to share confidential information with their employees, third parties engaged by them, or advisors to the extent necessary for the performance of the agreement, provided that such persons are bound by a comparable confidentiality obligation.
16.5 The obligations under this article do not apply to information that:
a) was already public at the time of disclosure or subsequently became public without a breach of this provision;
b) was already lawfully in the possession of the receiving party;
c) was lawfully obtained by a third party without any obligation of confidentiality;
d) must be disclosed pursuant to laws, regulations, or a court order, provided that the other party is notified in advance to the extent possible.
16.6 The confidentiality obligation shall remain in effect for five (5) years after the termination of the agreement.
16.7 In the event of a violation of this section, the violating party shall be liable to pay an immediately due and payable fine of €5,000 per violation, without prejudice to the right to full compensation.
17.1 Outstanding Media is entitled to unilaterally amend or supplement these general terms and conditions.
17.2 Changes also apply to agreements that have already been entered into, subject to a reasonable notice period following the announcement of the change.
17.3 Changes will be communicated to the Client in writing or electronically (including via the Outstanding Media website) and will take effect at the time specified therein.
17.4 If no effective date is specified, amendments take effect 30 days after their publication.
17.5 If the Client does not wish to accept a change, it has the right to terminate the agreement in writing before the date on which the amended terms and conditions take effect.
18.1 Complaints regarding the performance of the agreement, including but not limited to the placement, content, or execution of campaigns, must be reported by the Client to Outstanding Media in writing, with a detailed explanation, within 14 days of discovery, but no later than 14 days after placement or execution.
18.2 If the Client fails to file a complaint in a timely manner, all of the Client’s rights with respect to the relevant breach shall lapse.
18.3 A complaint must include as detailed a description as possible of the alleged deficiency, so that Outstanding Media is able to respond appropriately.
18.4 Filing a complaint does not suspend the Client’s payment obligations.
18.5 If a complaint is justified, Outstanding Media has the right, at its discretion, to remedy the defect, provide a substitute performance, or grant reasonable compensation, without the Client being entitled to further damages.
18.6 Complaints regarding services or work provided by third parties, including operators, must also be reported within the time limit specified in this article. In such cases, Outstanding Media will make every effort to have the complaint addressed by the third party in question, but is not responsible for its resolution.
18.7 Complaints regarding invoices must be submitted in writing within 14 days of the invoice date; otherwise, the invoice will be considered final.
19.1 When processing personal data, the parties shall act in accordance with applicable laws and regulations, including the General Data Protection Regulation (GDPR).
19.2 Outstanding Media will take appropriate technical and organizational measures to protect personal data against loss or any form of unlawful processing, taking into account the state of the art and the nature of the processing.
19.3 To the extent that Outstanding Media processes personal data on behalf of the Client, the Client shall be deemed the data controller and Outstanding Media the data processor within the meaning of the GDPR, unless expressly agreed otherwise.
19.4 The Client warrants that the personal data it has provided to Outstanding Media was lawfully obtained and may be processed, and indemnifies Outstanding Media against any claims by third parties in this regard.
19.5 In the event of a personal data breach (data leak), Outstanding Media will notify the Client without undue delay, to the extent necessary to enable the Client to comply with its legal reporting obligations.
19.6 Further arrangements regarding the processing of personal data may be set forth in a separate data processing agreement.
19.7 Outstanding Media is not liable for damages resulting from the processing of personal data if such processing is carried out based on instructions from the Client.
20.1 To the extent that Outstanding Media processes personal data on behalf of the Client in the performance of the agreement, Outstanding Media qualifies as a processor and the Client as a controller within the meaning of the GDPR. We refer everyone to our GDPR processing notice, which is available on our website: ADD SPECIFIC LINK TO DOCUMENT
Article 21 – Validity of Provisions
21.1 If any provision of these terms and conditions is found to be void or voidable, the remaining provisions shall remain in full force and effect. The parties shall agree on a replacement provision that reflects the original intent as closely as possible.
21.2 These general terms and conditions have been drafted in Dutch. If a translation of these general terms and conditions, including an English version, is made available, it is intended solely as a service to the other party. In the event of any differences in content, explanation, or interpretation between the Dutch version and a translated version, the Dutch version shall always prevail. No rights may be derived from the translated version to the extent that it deviates from the Dutch text.
22.1 All legal relationships to which Outstanding Media is a party are governed exclusively by Dutch law.
22.2 Any disputes arising out of or in connection with the agreement shall be submitted exclusively to the competent court of the District Court of North Holland, Alkmaar location.
22.3 The parties shall make every effort to resolve disputes through mutual consultation in the first instance before bringing them before a court.
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