- 25+ years of experience
- 20,000+ successful campaigns
- Helped 1,000+ supermarkets
General Terms and Conditions of Sale These General Terms and Conditions of Sale
Rewards Campaign
a non-personalized marketing campaign offered and/or conducted by TLL;
Touch Local Loyalty Rewards (TLL Rewards)
the company with its registered office in Tilburg, having its place of business at Hectorstraat 17, 5047 RE Tilburg, registered in the Commercial Register of the Chamber of Commerce under number 73348325;
Touch Local Loyalty Experience
(TLL Beleven)
the company with its registered office in Tilburg, having its place of business at Hectorstraat 17, 5047 RE Tilburg, registered in the Commercial Register of the Chamber of Commerce under number 24414768;
TLL
TLL Rewards, TLL Experience, and/or TLL Rewards and TLL Experience collectively;
Agreement
the contract for services between the Parties to which these General Terms and Conditions apply;
Client
TLL’s counterparty;
Party
TLL or the Client;
Parties
TLL and the Client;
Social Media Activities
The social media-related activities carried out by TLL;
Tailor-Made Campaign
personalized marketing campaigns offered and/or carried out by TLL.
2.1. These General Terms and Conditions of Sale apply to all appointment confirmations, deliveries of services or goods, and invoices issued by or on behalf of TLL.
2.2. Any deviations from these General Terms and Conditions of Sale are valid only if they have been expressly agreed upon in writing by the Parties.
3.1. These General Terms and Conditions of Sale are governed exclusively by Dutch law.
3.2. If a claim or dispute arising from these General Terms and Conditions of Sale falls within the jurisdiction of the small claims court, either Party is entitled to file the case as a small claims matter with the legally competent small claims court.
3.3. If a claim or dispute exceeds the jurisdiction of the Subdistrict Court, the matter shall be referred to the District Court of Rotterdam. TLL has the right to bring a claim or dispute before the court with jurisdiction over the Client’s place of business if TLL so chooses for reasons of its own.
4.1. All quotations, offers, and other communications from TLL are non-binding, unless otherwise specified in writing by TLL. The Client guarantees the accuracy and completeness of the information provided to TLL by or on behalf of the Client, upon which TLL has based its quotation or offer.
4.2. Unless they have written authorization to that effect, TLL’s clients, representatives, and agents do not have the authority to bind TLL to third parties. If necessary, the Client must inquire with the Chamber of Commerce regarding the authority of the aforementioned representative or agent and, upon request, will receive a copy of the written authorization if such authorization has been granted by TLL.
5.1. An agreement is deemed to have been concluded between the Parties once the Client has sent an order confirmation. After the order confirmation is sent, the Client has a fourteen (14)-day period to file a complaint. If the Client does not exercise this right to file a complaint, TLL will consider the order confirmation to be a binding agreement.
5.2. Furthermore, an agreement is deemed to have been concluded as soon as TLL has begun performing the agreement or has made the goods and/or services ordered by the Client available to the Client.
5.3. TLL has the right, without stating reasons, to decline to process an agreement entered into on the basis of an offer made to the Client, provided that TLL notifies the Client in writing within five (5) days of receiving the written confirmation of the agreement.
5.4. If and to the extent that the agreement entered into between the Parties is a term agreement, the agreement shall be entered into for the term agreed upon by the Parties; in the absence of such an agreement, the term shall be one (1) year.
6.1. All prices quoted by TLL are in euros and exclude value-added tax (VAT) and other government-imposed taxes or levies.
6.2. TLL reserves the right to charge a deposit on returnable packaging (displays, pallets, roll containers, etc.). The Client is obligated to return returnable packaging within the agreed-upon period, empty, clean, and in undamaged condition, unless otherwise agreed in writing. If the Client fails to fulfill its obligations regarding packaging, all costs arising therefrom shall be borne by the Client. Such costs include, among others, costs resulting from late return and costs of replacement, repair, or cleaning.
6.3. The prices of goods are based on the cost prices in effect at that time. Any increases in these costs that TLL could not have foreseen at the time the quotation was prepared, the offer was made, or the agreement was concluded may result in price increases.
6.4. With regard to the services, the Parties may agree on a fixed price upon the conclusion of the agreement.
6.5. Subsequent orders relating to the price agreed upon in the contract are not included in the price specified in the contract.
7.1. TLL reserves the right to charge a percentage-based deposit once the agreement is considered binding.
7.2. The amount to be charged as a deposit will be disclosed before the agreement is entered into. In addition, the deposit invoice will only be sent upon express approval of the designs submitted for approval, or if the complaint period is not exercised.
7.3. The balance of the amount agreed upon by the Parties at the time the agreement was entered into will be invoiced upon delivery of the goods.
7.4. For specific campaigns, TLL may use a different invoicing process. In this case, the invoice for the goods to be delivered is sent to and paid by the actual supplier of those goods.
8.1. Invoices must be paid within fourteen (14) days of the invoice date, unless the Parties have agreed otherwise in writing or TLL’s invoice specifies a different payment term.
8.2. In the event of late payment, the Client shall be deemed to be in default by operation of law. In that case, the Client shall owe TLL statutory commercial interest pursuant to Article 6:119a of the Civil Code, calculated from the date on which payment became due and payable in accordance with Article 5.6.
8.3. All judicial and extrajudicial costs incurred by TLL as a result of the Client’s failure to fulfill its payment obligations in full and/or on time shall be borne entirely by the Client. Any extrajudicial collection costs will be calculated in accordance with the “Decree on Compensation for Extrajudicial Collection Costs,” dated March 1, 2024.
8.4. If the Client remains in default by operation of law, TLL reserves the right to terminate the agreement between the Parties and/or to claim damages.
9.1. Either Party may terminate the Agreement in whole or in part in writing, with immediate effect and without notice of default, if the other Party is granted a stay of payments—whether provisional or not—if a petition for bankruptcy is filed against the other Party, and if the other Party’s business is liquidated or terminated for reasons other than for the purpose of restructuring or a merger of businesses.
9.2. In the event of termination as provided for in this Article 9, TLL shall under no circumstances be obligated to refund any funds already received or to pay damages.
10.1. TLL reserves the right, in exceptional cases—including force majeure—to cancel a campaign agreed upon in a contract no later than fourteen (14) days before the campaign begins.
10.2. In the event of cancellation, Articles 12 and 13 shall no longer apply, and TLL will always endeavor to offer a suitable alternative in consultation with the Client. In such cases, the Client is always free to terminate the agreement at no cost.
10.3. Force majeure includes, but is not limited to, fire, flooding, strikes, epidemics, (civil) war, terrorism, government measures, the failure to obtain permits (in a timely manner), trade embargoes, labor disputes, power outages, operational disruptions, failure or unlawful conduct on the part of supplier(s) and subcontractors or other third parties—including any defects in the goods or services they supply to TLL—and the unavailability (or untimely availability) or insufficient availability of materials, transportation, fuels, energy, and labor.
10.4. In the event of unilateral cancellation by the Client outside the complaint period specified in Article 5, paragraph 1, TLL is authorized to recover from the Client the deposit referred to in Article 7, paragraph 1, and any costs incurred up to that point.
11.1. TLL strives to deliver goods in accordance with the delivery times specified in the agreement. Delays in the delivery of goods, provided they remain within reasonable limits, do not entitle the Client to terminate the agreement. An agreed delivery time is not a strict deadline unless otherwise agreed in writing between the Parties.
11.2. If the Client determines that goods are being delivered in a damaged condition, the Client must report this to TLL within forty-eight (48) hours. In this case, the Client is entitled to a refund or replacement of the damaged goods. In addition, the Client must return the damaged goods to TLL in accordance with the instructions provided by TLL.
11.3. The client is obligated to accept the goods specified in the agreement at the time they are made available to the client.
11.4. The risk associated with the goods passes to the Client upon delivery. Ownership of the goods passes to the Client upon payment of the amounts due for them.
11.5. If the Client refuses to accept delivery or fails to provide the information or instructions necessary for delivery, TLL will store the goods at the Client’s risk and expense. The original claim will then be increased by the additional costs.
12.1. In the event of a Rewards Campaign, the Client has the right to return all unsold goods after the Rewards Campaign has ended, unless the Parties agree otherwise in writing.
12.2. In the event of a return, TLL requires the Client to notify TLL of the quantities of goods to be returned within fourteen (14) days after the end date specified in the agreement, unless otherwise agreed between the Parties. If TLL has not received such notification by the end of this period, the Client’s right to return unsold goods shall lapse.
12.3. In the case of a Reward Campaign, once the Client has provided the quantities to be returned, TLL will provide the Client with a return date. The Client must prepare the items to be returned—and, if applicable, any shipping materials such as a display or a pallet—for transport to TLL.
12.4. The Client is required to return returnable packaging within the agreed-upon period, empty, clean, and in undamaged condition, unless otherwise agreed in writing between the Parties. If the Client fails to fulfill its obligations regarding returnable packaging, all costs resulting therefrom shall be borne by the Client. Such costs include, among others, costs resulting from late return and costs of replacement, repair, or cleaning.
12.5. TLL uses third parties to handle the logistics process related to the return of goods. TLL reserves the right to have these logistics partners assess any damage to the goods.
12.6. If the client fails to comply with the conditions set forth in Article 8, TLL reserves the right to determine the resulting costs on its own and to charge them to the client.
12.7. In the event of damage to goods delivered by TLL, TLL may expect the Client to report the damaged goods at the time of their return.
13.1. When the Client notifies TLL of the shipping materials to be returned, TLL will provide the Client with a return date. The Client must prepare the shipping materials to be returned—such as displays or pallets—for transport to TLL.
13.2. TLL uses third parties to handle the logistics process related to the return of transportation equipment. TLL reserves the right to have these logistics partners assess any damage to goods.
13.3. If the Client has received display materials in accordance with the agreement, the Client must ensure that these materials are returned within one hundred eighty (180) days.
13.4. In the event of damage to goods delivered by TLL, TLL may expect the Client to report the damaged goods at the time of their return.
14.1. TLL reserves the right to deliver ten percent (10%) more or less than the quantity of goods ordered under the agreement, without the Client being entitled to object to this.
14.2. TLL is entitled to charge for this overproduction. In the event of underproduction, the Client will be compensated for the percentage of the goods that were underproduced.
15.1. The goods delivered by TLL are covered by a warranty to the extent and for as long as Rho-Delta TLL has guaranteed to the Client in writing at the time the agreement was entered into, or to the extent and for as long as stated in the warranty certificates issued by TLL’s manufacturer, importer, or supplier.
15.2. Any warranty rights shall lapse if and as long as the Client has not fully fulfilled its payment obligations with respect to the goods covered by the warranty and any other obligations arising from the relevant agreement.
16.1. If, after the conclusion of a Rewards Campaign—including the processing of any returns—a consumer contacts the Client regarding a defective product, the consumer must contact TLL, after which TLL reserves the right to refer the consumer to the manufacturer of the defective product.
17.1. TLL is entitled to engage third parties to perform (part of) the agreement.
18.1. All intellectual property rights relating to TLL’s services and the goods supplied by TLL are owned by TLL or its suppliers. An agreement does not result in the transfer of any intellectual property rights.
19.1. Without each other’s prior written consent, the Parties are not permitted to use each other’s (trade) names, trademarks, service marks, or logos in advertising messages, news reports, annual reports, product packaging, signage, stationery, printed materials, advertisements, or websites.
20.1. In any case, the Client is responsible for providing the correct information regarding any (advertising) printed materials (POS materials, posters, loyalty cards, etc.), digital communications, and billing information.
20.2. With regard to printing and typesetting errors in printed materials and digital communications, any errors contained therein are subject to change.
21.1. If errors occur in the printed material through no fault of the Client and without the Client’s approval, TLL will endeavor to provide an appropriate solution. In this case, TLL will bear the full cost of such solution.
21.2. TLL may not use any photographic material provided by the Client in any form unless the Client has given its consent.
22.1. The Client shall treat all data provided or exchanged by TLL, including all information regarding prices and inventory, as confidential information and shall keep it confidential. The Client is not permitted to disclose confidential information to third parties, either directly or indirectly and in any form or by any means whatsoever, unless the owner of such information has given explicit written consent to do so.
23.1. TLL is entitled to amend or supplement these General Terms and Conditions of Sale and will publish the revised version on its websites.