Terms and Conditions

These conditions are the general conditions of Sail-Away B.V. and all her (grand) daughters, including LAYZER (hereinafter: LAYZER).

Article 1
A. These terms and conditions apply to all quotations and orders between LAYZER and the buyer / client (hereinafter: client) with regard to the sale of commercial broadcasting time on the LAYZER radio channel, the delivery of branded content, the organization of campaigns, the placement of communications on the LAYZER website and all other goods or services supplied by LAYZER, unless explicitly agreed otherwise in writing between the parties.
B. Agreements, stipulations or (general) terms and conditions that deviate from these general terms and conditions, including the (general) terms and conditions of the client, do not apply unless explicitly accepted in writing by or on behalf of LAYZER.

Article 2
All offers from LAYZER are without obligation, unless explicitly agreed otherwise in writing.

Article 3
A. Unless otherwise agreed, all quotations and charged amounts are exclusive of VAT.
B. Client is obliged to pay all applicable taxes and / or levies, even if they were introduced or came into effect after the conclusion of the agreement, without the client being entitled in that case to terminate or cancel the agreement. The taxes and levies are passed on to the client by LAYZER.

Article 4
A. Payments must be made within 14 days after the invoice date, unless otherwise agreed.
B. The client is only in default by allowing the payment term to expire without a reminder or notice of default being required. Payment of a portion of the amount owed applies as late payment, unless otherwise agreed in writing.
C. The client is obliged to pay both judicial and extrajudicial collection costs if and as soon as LAYZER has handed over its claim for collection. In deviation from the Reimbursement for extrajudicial collection costs Decree, the client is obliged to reimburse the extrajudicial collection costs actually incurred, with a minimum of 15% of the total outstanding principal sum and a minimum of EUR 125 for each partially or fully unpaid invoice.
D. If the client fails to pay on time, LAYZER is entitled to suspend all its obligations and / or terminate the agreement with immediate effect, without LAYZER being liable for any damage suffered by the client as a result.
E. In the event that the client fails to pay on time, LAYZER is entitled to claim all outstanding invoices and other claims immediately and all at once, without being bound by any payment term.
F. If the client is in default with timely payment, LAYZER is also entitled to demand immediate and full payment of the broadcasting time reserved at that time, but not yet used up, in accordance with the existing agreements between the parties, whereby LAYZER pursuant to art. 4D is entitled to suspend its obligations until full payment of the reserved but not used up transmission time has taken place. The loss of any reserved broadcasting time is at all times for the account of the client.

Article 5
A. Within the advertising time reserved by the client, the commercial blocks broadcast in the programs of the radio station may have radio commercials broadcast, each radio commercial having a duration of at least 5 seconds.
Radio commercials are accepted with a length of a multiple of 5 seconds. If the specified length is exceeded in seconds, the next higher length is calculated.
B. Each advertising commercial offered, whether or not containing music, must be accompanied by a fully completed “guidance form for a radio commercial” for the benefit of the BUMA association and the STEMRA foundation. In the absence of this form, the client is deemed to have given full indemnity to LAYZER with regard to any claims from STEMRA and / or individual authors and publishers.
C.Radio commercials as well as BUMA / STEMRA guidance forms must be delivered to LAYZER no later than 2 business days before the first broadcast date and must comply with the technical regulations.
D. If it has been agreed that radio commercials are repeated, LAYZER may require that the accompanying music is supplied again and again in connection with the obligation laid down in art. 17b Copyright Act.
E. If the broadcast material is not supplied in accordance with the aforementioned standards, LAYZER reserves the right to suspend the planned broadcast or to implement it at its own discretion, without prejudice to the other party’s obligation to promptly pay the agreed price and possibly additional costs.
F. The advertiser is not allowed to have advertising material broadcast in the time it is due for advertising other than with regard to the products and services requested by it as stated on the broadcast schedule, subject to the prior written permission of LAYZER.
G. LAYZER is not liable for damage resulting from unlawful content and / or content that infringes an intellectual property right of the commercials. The client indemnifies LAYZER against all damage suffered, fines imposed, legal costs incurred and rectification costs ensuing from the commercial broadcast as desired by the client.

Article 6
A. LAYZER is entitled to refuse certain commercials submitted for broadcast due to content, nature, purpose, contrary to its own interests or other reasons, without being obliged to state the reason to the client. When accepting or not accepting offered commercials, LAYZER will in any case adhere to the guidelines as they have been established for the ether advertising by the Etherreclame Foundation.
B. LAYZER is entitled to immediately terminate the broadcast of commercials and / or the placement of statements on websites if, in LAYZER’s opinion, a commercial or statement no longer meets the applicable requirements, in particular the provisions in Article 5A and 5B. requirements specified in these terms and conditions, or if, in the opinion of LAYZER, well-founded objections have been made to a previous broadcast or placement or such objections are to be expected with regard to further broadcast or placement. In that case, the Client remains obliged to pay the fully agreed remuneration for the broadcast or placement. LAYZER is not obliged to compensate any damage caused by this termination, unless LAYZER could not reasonably have decided to terminate.

Article 7
Assignments for which a specific broadcasting time is a condition and for which a special broadcasting time surcharge is paid are carried out as such subject to technical and / or other circumstances. If, for the reasons stated above, the commercial cannot be broadcast at the desired time, it will be broadcast at a different time and the surcharge will not be calculated. In that case, the client nevertheless owes the then applicable broadcasting time costs, without the client being entitled to terminate the agreement.

Article 8
Spot broadcast time from a barter agreement is deployed upon availability, after scheduling paid spot broadcast time.

Article 9
A. If the client is of the opinion that LAYZER has culpably failed to meet its obligations, the client must notify LAYZER in writing and properly substantiated within 8 days of the day of the assignment. In the absence of a written notification and / or sound substantiation within the stipulated period, any claim from the client expires.
B. The liability of LAYZER is at all times limited to the amount of the relevant contract sum excluding VAT, except for intent or deliberate recklessness on the part of LAYZER.
C. LAYZER is not liable for the compensation of indirect damage (company damage, damage to third parties, loss of profit, etc.).
D. Settlement of an (alleged) claim for damages with amounts owed to LAYZER is not permitted.

Article 10
In the event of force majeure on the part of LAYZER, compliance with the obligations of LAYZER is legally suspended for the duration of force majeure. LAYZER will inform the client as soon as possible of the occurrence of the force majeure situation. Contrary to article 6: 265 BW, the client is not entitled to terminate the agreement in the event of force majeure.

Article 11
LAYZER is authorized to dissolve the agreement with the client with immediate effect in the event of a (provisional) suspension of payment, bankruptcy and / or liquidation of (the company of) the client.

Article 12
A. Commercials, unless otherwise agreed, are broadcast in a rotating schedule during the advertising time.
B. LAYZER does not guarantee that commercials that promote similar products or services will not be broadcast in the same advertising block or shown on a website in the same period.
C. Broadcasting time booked or reserved by the client, but not used within the booked or reserved period, must be paid in full by the client.

Article 13
A. Although all attention is paid to the specified commercials when broadcasting, errors can nevertheless occur. LAYZER is not responsible for the consequences thereof.
B. The execution of correction orders (requests to move the reserved broadcasting time) cannot be guaranteed by LAYZER in view of the reserved broadcasting time of third parties. Reserved broadcasting time can never be moved to a time outside the contract period.

Article 14
A. The invalidity or invalidity of one or more provisions of these General Terms and Conditions and / or the agreement does not affect the validity of the other provisions. Instead of the invalid provision, the parties will be bound by a provision that approximates the scope of the original provision as much as possible.
B. LAYZER is entitled to adjust the General Terms and Conditions from time to time.

Article 15
Dutch law applies to the agreement between LAYZER and the client and these general terms and conditions. Disputes are submitted to the competent judge of the Central Netherlands court.