Established in Utrecht at Atoomweg 63 (3542 AA)
Registered with the Dutch Chamber of Commerce under number: 33300427
In these Terms and Conditions, the following capitalised terms have the meanings set out below:
1. OMG: the private limited liability company OMG/Netdirect B.V., the user of these Terms and Conditions.
2. Client: the natural person or legal entity (acting in the course of a profession or business) with whom OMG enters into an Agreement or to whom OMG has issued a Quotation.
3. Agreement: the arrangement, in any form whatsoever, between OMG and the Client for the provision of services, materials, software or campaigns.
4. Quotation: a written or electronic offer by OMG, including price quotations and proposals.
1. These Terms and Conditions apply to every Agreement entered into with OMG, every Quotation issued by OMG and all other acts and legal acts between OMG and the Client. In addition to these Terms and Conditions, the provisions of the specific Agreement(s) entered into remain fully applicable.
2. OMG expressly rejects the applicability of any purchasing terms or other terms and conditions of the Client.
3. Deviations from these Terms and Conditions are valid only if expressly agreed with OMG in writing. Agreed deviations never apply to more than one assignment, unless otherwise agreed.
4. If any provision of these Terms and Conditions is void or is annulled, the remaining provisions remain in full force and effect. OMG and the Client shall consult with each other to agree on replacement provisions, taking into account the purpose and intent of the original provision as far as possible.
5. Once these Terms and Conditions have applied to a legal relationship between OMG and the Client, the Client is deemed to have agreed in advance to their applicability to all subsequently concluded Agreements.
6. The rights of the Client under an Agreement entered into with OMG may not be transferred, in whole or in part, without the express written consent of OMG.
7. If OMG enters into an Agreement with several Clients, all Clients are jointly and severally liable for the performance of their obligations.
8. OMG is a member of the DDMA (Data Driven Marketing Association) and carries out its activities in accordance with the guidelines and advertising codes established by that association and the applicable laws and regulations (2026 version).
1. All offers and quotations made by OMG are non-binding at all times, unless OMG has expressly specified a period for acceptance in writing.
2. Offers and quotations never automatically apply to future assignments or renewals, unless expressly stated in writing.
3. An Agreement is formed as soon as it has been signed for acceptance or confirmed electronically by an authorised signatory of the Client and received by OMG, or when OMG starts the actual performance of an assignment with the consent of the Client.
4. If the acceptance differs from the Quotation, whether or not on minor points, OMG is not bound by it. In that case, the Agreement is not formed on the basis of that differing acceptance unless OMG agrees to it in writing.
5. OMG cannot be held to its Quotations if, according to the standards of reasonableness and fairness, the Client ought to understand that the Quotation, or any part of it, contains an obvious mistake or clerical error.
6. A combined price quotation does not oblige OMG to perform part of the assignment for a strictly proportionate part of the quoted price.
7. Oral arrangements are binding on OMG only to the extent that OMG has confirmed them in writing or by email.
1. Unless otherwise stated, all prices and rates are expressed in euros and exclude VAT and any other levies imposed or to be imposed by public authorities.
2. For an Agreement with a term of more than one month, OMG is entitled to invoice fortnightly or by means of partial invoicing discussed in advance.
3. Costs that OMG must incur on behalf of the Client, and which, in view of their amount, OMG should not be required to advance, must have been received by OMG from the Client before OMG is required to pay third parties. These include, among other things, media costs, the purchase of access to audiences (including email audiences), production costs and postage.
1. The payment period starts on the invoice date. Payment must be made within fourteen (14) days of the invoice date, without any right to a discount, set-off or suspension, unless expressly stated otherwise.
2. Complaints concerning the amount or content of invoices must be submitted to OMG in writing, stating the reasons, within eight (8) working days of the invoice date. Submitting a complaint does not suspend the payment obligation.
3. If payment has not been credited to the account of OMG within the payment period, the Client is automatically in default without any further notice of default being required. From that moment, late-payment interest of 1.5% per month is payable, unless the statutory interest rate for commercial transactions under Article 6:119a of the Dutch Civil Code is higher, in which case that statutory rate applies.
4. If OMG must take debt collection measures, all statutory, extrajudicial and judicial collection costs shall be borne by the Client. These are calculated in accordance with the applicable collection rates, with an uplift to at least 15% of the principal sum and a minimum amount of €150.
5. OMG is entitled at any time to require the Client to provide sufficient security for the performance of its obligations within a reasonable period. If such security is not provided, OMG may suspend or dissolve the Agreement. In the event of late payment, all outstanding claims against the Client also become immediately due and payable.
1. This article specifically applies to all Agreements and assignments under which access to email audiences, advertising space or media capacity of any kind is purchased or reserved by or through OMG.
2. If the Client cancels the campaign after final approval for its execution has been given in writing or by email, the Client owes a cancellation fee of 25% of the total agreed order value.
3. If the Client cancels the campaign within 4 weeks before the scheduled date of dispatch or media placement, the cancellation fee payable is 50% of the total order value.
4. If the Client cancels the campaign within 2 weeks before the scheduled date of dispatch or media placement, the cancellation fee payable is 75% of the total order value.
5. Cancellations must be notified in good time to the regular contact person at OMG, exclusively in writing or by an email for which evidence can be provided. The time at which OMG receives this confirmation determines the applicable percentage.
1. OMG shall perform the Agreement to the best of its judgement, expertise and ability, in accordance with the standards of good workmanship. This constitutes an obligation to use best efforts, unless a measurable result is expressly guaranteed.
2. OMG has the right to engage third parties, assistants or partners to perform the Agreement.
3. The Client shall ensure that all data, documents and materials required for the proper performance of the Agreement are provided to OMG in good time and in the correct format.
1 All intellectual property rights, including copyright, database rights and design rights, in all software, analyses, designs, concepts, email templates and other materials developed or made available by OMG in connection with the Agreement are vested exclusively in OMG or its licensors.
2. The Client acquires only the non-exclusive and non-transferable rights of use expressly granted in the Agreement and by law.
3. The Client must itself obtain the rights, including copyright and portrait rights, to materials it supplies and shall fully indemnify OMG against any third-party claims in this respect.
4. The Client grants OMG an express right, free of charge, to use its trade name, trademark and/or logo for the promotional, portfolio and reference purposes of OMG itself.
1. The parties undertake to comply strictly with the requirements of the applicable General Data Protection Regulation (GDPR) and the Dutch Telecommunications Act.
2. If OMG processes personal data on behalf of the Client, OMG acts as the 'Processor' and the Client as the 'Controller'. Where applicable, the parties shall enter into a Data Processing Agreement in accordance with Article 28 GDPR.
3. The Client guarantees that all data, including personal data, or databases provided to OMG have been lawfully obtained, including any required opt-in consent, and may lawfully be provided to OMG for the agreed services. The Client shall indemnify OMG against all third-party claims, including fines imposed by supervisory authorities such as the Dutch Data Protection Authority (AP) or the Netherlands Authority for Consumers and Markets (ACM), arising from a breach of this provision.
1. The liability of OMG for an attributable failure to perform an Agreement, or for a wrongful act, is in all cases strictly limited to compensation for demonstrable direct loss or damage.
2. The maximum compensation for such direct loss or damage shall never exceed the amount invoiced, excluding VAT, for the part of the assignment giving rise to the liability.
3. OMG shall never be liable for any form of indirect loss or damage, including but not limited to consequential loss, loss of profit, loss of anticipated savings, reputational damage, loss of data or loss resulting from business interruption.
4. The conditions and limitations relating to liability cease to apply only in the event of intent or deliberate recklessness on the part of the management of OMG.
5. The Client shall fully indemnify OMG against any claims by third parties who suffer loss or damage in connection with the performance of the Agreement where the cause is attributable to the Client, such as the supply of incorrect data or trademark infringements.
1. In the event of force majeure, including but not limited to disruptions to telecommunications or internet connections, power failures, cyberattacks, fire, government measures, strikes or failures by third parties or suppliers, the obligations of OMG are suspended.
2. If the force majeure situation has lasted for more than sixty (60) days, either party has the right to dissolve the Agreement in whole or in part by written notice, without any obligation to pay compensation in that event.
1. All offers, quotations, Agreements and all legal relationships arising from them between OMG and the Client are governed exclusively by Dutch law.
2. All disputes arising directly or indirectly from, or relating to, the legal relationship between the Client and OMG shall in the first instance be submitted exclusively to the competent court of the District Court of Midden-Nederland, Utrecht location.
