2.1 Comprehensive Reach
These Terms and Conditions extend their jurisdiction over all quotations, Assignments, Agreements, and future engagements between the Parties.
2.2 Rejection of Alternative Conditions
The application of any conditions other than these, including the Client’s purchasing conditions, is explicitly declined.
2.3 Deviations and Modifications
Changes to these Terms and Conditions are acknowledged only when explicitly incorporated into the Agreement, ensuring a structured and consistent framework.
2.4 Client’s Acknowledgment
The Client formally acknowledges receipt and familiarity with these Terms and Conditions, underscoring a shared understanding.
2.5 Controlled Evolution
Tubeclub reserves the right to implement reasonable adjustments to these Terms and Conditions. Changes take effect one month after formal declaration.
2.6 Language Hierarchy
In the event of any inconsistency between the English and Dutch versions, the latter shall prevail, maintaining clarity in communication.
3.1 Precise Execution
Tubeclub is committed to executing its Services precisely, aligning with the specifications outlined in the Assignment and adhering to industry best practices.
3.2 Channel Access
The Client authorizes Tubeclub to access the Channel’s management environment whenever necessary for the provision of services.
3.3 Collaborative Effort
Both Parties pledge to offer the essential cooperation, information, and documentation required for the seamless performance of the Agreement.
3.4 Transparent Communication
Upon request, Tubeclub will provide regular updates to the Client, ensuring transparent and open communication about the progress of its Services.
3.5 Third-Party Engagement
Tubeclub reserves the right to involve third parties in the execution of its Services, enhancing expertise and efficiency.
3.6 Performance Assurance
Unless explicitly stated otherwise, Tubeclub delivers Services to the best of its abilities, emphasizing a commitment to excellence without guaranteeing specific outcomes.
3.7 Flexible Timelines
Delivery dates are indicative rather than absolute deadlines. Tubeclub is deemed in default only after receiving written notice and an appropriate remedy period.
4.1 Digital Content Submission
For the execution of services, the Client is responsible for supplying Content in the digital format requested by Tubeclub, ensuring smooth and efficient service delivery.
4.2 Content Management Transition
Throughout the Agreement, Tubeclub will utilize the Channel’s management environment. Upon the Agreement’s termination, complete management control of the Content will be seamlessly transferred to the Client.
5.1 Transparent Service Rates
All service rates are exclusive of VAT and any additional costs unless explicitly stated otherwise.
5.2 Rate Stability
Unless mutually agreed otherwise in writing, rates, with the exception of agreed-upon indexation, shall remain unchanged throughout the Agreement.
5.3 Annual Adjustments
Annual rate adjustments align with relevant indices or comparable benchmarks, ensuring fairness and consistency.
5.4 Additional Work
Any additional work beyond the agreed scope requires prior consultation and written agreement to maintain transparency and clarity.
5.5 Travel and Accommodation Costs
Unless explicitly specified otherwise in the Agreement:
6.1 Initial Agreement Term
The Agreement comes with a predetermined initial term as specified in the Agreement itself.
6.2 Commencement and Renewal
The Agreement takes effect upon mutual signing and seamlessly renews on a monthly basis, provided no timely notice of termination is given.
6.3 Termination Flexibility
Either Party holds the right to issue a notice of termination at the conclusion of the Agreement’s term, offering flexibility in the partnership.
7.1 Client’s Ownership
Intellectual Property Rights to the Content rest with the Client by default unless explicitly agreed otherwise.
7.2 Assignment of Rights
Upon full settlement of the invoice, Tubeclub assigns the Intellectual Property Rights developed for the Client during the course of the Agreement.
7.3 Usage License
Tubeclub retains a license to use the provided Intellectual Property Rights for the sole purpose of Service execution.
7.4 Acknowledgment of Client’s Rights
Tubeclub recognizes and respects the Client’s rights to any logos and trademarks provided.
7.5 Client’s Indemnification
The Client assumes responsibility for indemnifying Tubeclub against any third-party claims arising from the use of provided Intellectual Property Rights.
8.1 Contribution Payments
The Client is responsible for settling all contributions to third parties associated with the use of music in the Content.
8.2 Client’s Indemnification
The Client holds the responsibility to indemnify Tubeclub against any third-party claims arising from the use of music in the Content.
9.1 Tailored Consultancy Services
Tubeclub’s consultants and channel managers deliver services in alignment with the terms mutually agreed upon and specified in the Agreement.
9.2 Collaborative Technical Services
Implementation of client-specific technical services demands collaborative efforts, with the success contingent upon active cooperation from the client.
9.3 Promotional Endeavors
Tubeclub reserves the right to promote the Content, Channel, or Client through diverse media channels for promotional purposes.
10.1 Supplementary conditions
Depending on the nature of the agreed-upon services, supplementary conditions may be applicable. Any such conditions will be communicated well in advance to ensure clarity and understanding.
11.1 Invoice Generation
Invoices are crafted according to the predetermined schedule, ensuring a systematic and transparent billing process.
11.2 Comprehensive Invoices
Invoices must comply with specified requirements, providing essential details to maintain clarity and precision.
11.3 Payment Terms
The payment terms are set at a reasonable 30 days from the invoice date, allowing for an appropriate timeframe for settlements.
11.4 Default Interest
Overdue payments will be subject to default interest, emphasizing the significance of adhering to payment timelines.
11.5 Set-Off Rights
Tubeclub retains the right to set off any amounts owed, contributing to a fair and balanced financial arrangement.
11.6 Dutch Legal and Tax Standards
In adherence to Dutch law and tax regulations, all invoices must meticulously incorporate the essential information mandated by legal and tax authorities.
11.7 Precision and Compliance
Ensuring precision and compliance in formatting not only meets legal requirements but also fosters transparency and accountability in financial transactions.
12.1 Immediate Termination Conditions
Immediate termination is permissible under circumstances of bankruptcy, suspension of payment, liquidation, or enterprise discontinuation.
12.2 Termination by Tubeclub
Tubeclub reserves the right to terminate the Agreement if the Client is required to cease using Content or Channel.
12.3 Termination for Non-Compliance
Tubeclub may initiate termination if the Client fails to comply with warranties and indemnities as outlined in the Agreement.
12.4 Formal Communication
Termination on the aforementioned grounds is communicated through written notice, ensuring clarity and formality.
12.5 Post-Termination Rights and Obligations
Rights and obligations following termination remain in effect, contributing to a comprehensive understanding of post-agreement expectations.
13.1 Commitment to Confidentiality
Both Parties commit to keeping confidential information undisclosed and utilizing it solely for its intended purpose.
13.2 Exceptions to Confidentiality
Exceptions to this commitment include information already in the public domain or known to the receiving party before disclosure, promoting a balance between transparency and confidentiality.
14.1 Data Protection Compliance
Both Tubeclub and the Client are obligated to adhere to relevant data protection laws in their respective capacities.
14.2 Privacy Statement
Tubeclub’s comprehensive privacy statement, detailing data handling practices, is accessible on its official website.
15.1 Client’s Content Responsibility
The Client assumes responsibility for the Content and guarantees adherence to legal provisions, guidelines, and the rights of third parties.
15.2 Indemnification for Third-Party Claims
The Client indemnifies Tubeclub against claims from third parties arising due to non-compliance with relevant provisions and guidelines.
16.1 Limitation of Direct Damages
Tubeclub’s liability for direct damages is restricted, capped at the fees paid in the three months before the event causing damage, or €25.000, whichever is lower.
16.2 Exclusion of Indirect Damages
Tubeclub holds no liability for indirect damages or losses incurred by the Client.
16.3 Exceptions for Deliberate Acts
Exceptions to the above limitations exist for damages resulting from Tubeclub’s deliberate intent or willful recklessness.
17.1 Temporary Suspension
In the event of force majeure impacting Tubeclub or the Client, the obligations under this Agreement will be temporarily suspended for the duration of the force majeure situation. However, this suspension does not apply to obligations unaffected by force majeure or those fulfilled before its occurrence.
17.2 Termination Option
If the force majeure situation persists for more than sixty (60) days, Tubeclub and the Client have the right to terminate this Agreement through written notice, unless there is a reasonable expectation that the force majeure situation will be resolved within a reasonable period. Any completed actions under the Agreement will then be settled proportionally, with no further obligations between Tubeclub and the Client.
18.1 Rights Transfer
Any transfer of rights under this Agreement requires written consent from the Parties involved.
18.2 Third-Party Engagement
Tubeclub reserves the right to engage third parties for the execution of services. However, Tubeclub maintains full responsibility for the proper execution of the services outlined in the Agreement.
19.1 Written Agreement for Term Changes
Any changes to the terms of this Agreement require written agreement from both Parties.
19.2 Null or Void Provisions
If any provision of this Agreement is deemed null or void, it does not affect the validity of the remaining provisions. Replacement of null or void provisions will be discussed between the Parties.
19.3 No Partnership or Legal Entity
This Agreement does not establish a partnership or legal entity between the Parties.
19.4 Governing Law and Dispute Resolution
The laws of the Netherlands govern this Agreement. Any disputes arising out of or in connection with this Agreement shall be submitted to the competent court in Amsterdam.
19.5 Temporary Service Suspension
Tubeclub reserves the right to temporarily suspend services during specific events.
These Terms and Conditions are binding upon both Parties upon acceptance and form the basis for our collaboration. Please ensure a thorough understanding of these terms before entering into any agreements with Tubeclub. If you have any questions or require clarification on specific points, feel free to contact us.
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