Terms and Conditions

Article 1 — Definitions

Article 2 — Applicability

1. These terms and conditions apply to all quotations, proposals, Agreements, and Services of Contractor, unless otherwise agreed in writing.
2. Any purchasing or other conditions of Client are expressly rejected, unless Contractor has accepted them in writing.
3. If one or more provisions of these terms are found to be invalid or are voided, the remaining provisions shall remain in full force. In that case, the parties shall consult to agree on a replacement provision that reflects the intent of the original provision as closely as possible.

Article 3 — Quotations and formation of the Agreement

1. All quotations and price proposals from Contractor are non-binding, unless expressly stated otherwise, and are valid for 30 days from the date of issue, unless stated otherwise.
2. An Agreement is formed at the moment Client accepts a quotation or proposal in writing (including by e-mail), or at the moment Contractor — with Client's consent — begins performing the Services.
3. Changes to an Agreement already in place (additional work) are only valid if agreed in writing between the parties. Additional work will be invoiced separately.

Article 4 — Prices and payment

1. All prices quoted by Contractor are in euros and exclude VAT, unless stated otherwise.
2. Depending on the nature and scope of the assignment, Contractor applies one of the following payment arrangements per project, as set out in the quotation or order confirmation:
   • Payment in full in advance;
   • A deposit prior to the start of the work, with the remaining balance due upon delivery;
   • Division of the total amount into (typically two) equal instalments, e.g. 50% at the start and 50% upon delivery;
   • Payment afterwards, based on an invoice issued upon completion of the Services.
3. For Recurring Services (such as advertising management), monthly invoicing in advance or in arrears applies, as set out in the Agreement, unless otherwise agreed.
4. Unless otherwise stated on the invoice, payment is due within 14 days of the invoice date.
5. If the payment term is exceeded, Client is automatically in default and statutory (commercial) interest becomes due on the outstanding amount from the due date. In that case, Contractor is also entitled to charge extrajudicial collection costs, in accordance with the Dutch Collection Costs Act (WIK).
6. Contractor is entitled to suspend work if Client fails to (timely) pay an outstanding, due invoice, including in the case of a Recurring Service, such as pausing advertising campaigns, until payment has been received.
7. Payments via Stripe are subject to Stripe's own terms; Contractor is not liable for any disruptions or delays caused by this payment service provider.

Article 5 — Performance of the Services

1. Contractor will perform the Services to the best of its insight, knowledge, and ability, in accordance with the standards of good professional practice.
2. Unless explicitly agreed otherwise in writing (see Article 6), Contractor's obligations are best-efforts obligations (inspanningsverplichtingen) and not obligations to achieve a specific result (resultaatsverplichtingen).
3. Client is required to provide, in a timely manner, all data, content, access, text, images, and other information that Contractor reasonably needs to properly perform the Services. Delays or additional costs resulting from Client's failure to provide this information, or to provide it on time or in full, are at Client's expense.
4. Any stated delivery timelines are estimated in good faith based on the information available to Contractor at the time the Agreement was entered into, and — unless explicitly agreed otherwise in writing — do not constitute a strict deadline (fatale termijn).

Article 6 — Performance commitments (such as search engine rankings)

1. In some cases, Contractor may, prior to or upon entering into the Agreement, make a specific performance commitment in writing for that particular Client — such as aiming for a top-10 ranking in Google search results within 90 days for search terms agreed upon in writing in advance, in mutual consultation.
2. Such a performance commitment only applies if and to the extent it has been recorded in writing, specifically and with explicit mention of the relevant search terms, in the quotation, order confirmation, or an additional written annex to the Agreement. In the absence thereof, no performance commitment applies, and Contractor's obligation is a best-efforts obligation as referred to in Article 5.
3. If a performance commitment as referred to in paragraph 1 has been agreed in writing and the agreed ranking is not achieved within the agreed timeframe, Contractor will continue the work free of charge until the agreed ranking has been achieved. This constitutes Client's sole and exclusive remedy for failure to achieve the performance commitment; Client is not entitled to a (partial) refund, damages, or termination of the Agreement on this ground, unless otherwise agreed in writing.
4. A performance commitment as referred to in this article expressly applies only to search engine optimisation for the specifically agreed search terms, and explicitly does not apply to other Services, including (without limitation) advertising campaigns (Google Ads, Meta Ads), website conversions, lead volumes, revenue, or other business results of Client.
5. The performance commitment lapses or is suspended if: (a) Client makes changes to the website or its technical setup that affect the SEO work, without prior consultation with Contractor; (b) Client fails to sufficiently or timely cooperate by providing required input (such as content or access); (c) Google or another search engine implements algorithm changes that cannot reasonably be attributed to Contractor; or (d) there is a case of force majeure as referred to in Article 13.
6. Given the dependency on external factors such as search engine algorithms and competitor behaviour, Contractor can never guarantee that an achieved ranking will be permanently maintained.

Article 7 — Recurring Services and termination

1. Recurring Services (such as the management of Google Ads and/or Meta Ads campaigns, and ongoing SEO work) are entered into for an indefinite period, on a month-to-month basis, unless the parties have agreed in writing to a fixed minimum term.
2. Client and Contractor may terminate a Recurring Service at any time, subject to a notice period of one (1) calendar month, unless a different notice period has been agreed in writing. Termination must be made in writing (by e-mail).
3. Costs already incurred for the current month, including advertising budget already spent with external platforms (such as Google and Meta), are non-refundable.
4. Contractor reserves the right to terminate a Recurring Service with immediate effect if Client is in default of payment, or in the event of fraud, misuse, or violation of applicable laws and regulations (including the advertising policies of Google and Meta) by Client.

Article 8 — Delivery and right of withdrawal

1. Custom-developed work, such as a website, design, or campaign structure, is deemed delivered at the moment Client gives written approval of the delivery, or — if Client does not raise a written objection within 14 days of being notified of delivery — upon expiry of that period.
2. Because Contractor's Services consist of custom-made digital work tailored to Client's specific requirements, the Services are not subject to the statutory right of withdrawal for consumers under the Dutch Distance Selling Act (Wet Koop op Afstand) / Section 6.5.2B of the Dutch Civil Code, to the extent Client is acting in the course of a profession or business. To the extent Client is a consumer, the statutory exceptions to the right of withdrawal apply for custom-made products and digital content, the delivery of which has, with the consumer's consent, started before the end of the withdrawal period.
3. Following approval of the delivery as referred to in paragraph 1, the delivered work is considered definitively accepted. Complaints about visible defects that should reasonably have been noticed upon delivery must be reported immediately at the time of delivery; defects discovered afterwards in the performance of the work are subject to the complaints procedure under Article 9.

Article 9 — Complaints

1. Complaints about the Services performed must be reported by Client to Contractor as soon as possible, and in any event within 14 days of the complaint arising or of when it could reasonably have been discovered, in writing and with reasons.
2. Filing a complaint does not suspend Client's payment obligation.
3. Contractor will respond to a complaint as soon as possible, and in any event within 14 days of receipt. If a complaint requires a longer processing time, Client will be informed of this within that period, along with an indication of the expected response time.

Article 10 — Liability

1. Contractor's liability for damages arising from or related to the performance of an Agreement is limited to the amount paid by Client to Contractor for the Services from which the damage arose, up to a maximum of the invoiced amount for the three (3) months preceding the event causing the damage, or — if applicable and higher — the amount actually paid out in that specific case under Contractor's professional liability insurance.
2. Contractor is never liable for indirect damages, including consequential damages, loss of profit, missed savings, reduced goodwill, or damages due to business interruption.
3. Contractor is not liable for damages resulting from the acts or omissions of third parties engaged by Client, from the functioning or malfunctioning of third-party platforms (including Google, Meta, Squarespace, and Stripe), or from changes to the policies, pricing, or algorithms of these platforms.
4. This article does not apply to the extent there is intent or wilful recklessness (opzet of bewuste roekeloosheid) on the part of Contractor, and does not affect Contractor's liability for damages resulting from death or personal injury.
5. Client indemnifies Contractor against claims by third parties related to or arising from the Services performed by Contractor on Client's instructions, including claims related to content, text, or images supplied by Client itself.

Article 11 — Intellectual property

1. All intellectual property rights in the works developed or used by Contractor, including websites, designs, text, source code, and advertising materials, rest with Contractor, unless agreed otherwise in writing.
2. Upon full payment of the agreed price, Client obtains a non-exclusive, non-transferable right to use the delivered work, solely for the purpose for which it was created.
3. Client is not permitted, without Contractor's prior written consent, to reproduce, publish, or exploit the delivered work (or parts thereof) in a manner that does not follow from the purpose of the Agreement, other than the ordinary use for which the work was delivered (such as operating one's own website).
4. Material supplied by Client (such as logos, text, and images) remains the property of Client. Client warrants that it is entitled to make this material available to Contractor and indemnifies Contractor against third-party claims in this regard.

Article 12 — Confidentiality

1. The parties undertake to keep confidential all confidential information they have obtained from each other or from another source in connection with the Agreement, including access credentials, business and client data, and information they know or could reasonably suspect to be confidential.

Article 13 — Force majeure

1. Force majeure means any circumstance beyond Contractor's control that temporarily or permanently prevents performance of the Agreement, including disruptions to or outages of third-party platforms (such as Google, Meta, Squarespace, hosting providers, or payment service providers), internet outages, power outages, and other circumstances that cannot reasonably be attributed to Contractor.
2. Contractor's obligations are suspended during force majeure. If the force majeure situation lasts longer than 60 days, either party is entitled to terminate the Agreement, in whole or in part, in writing, without either party being liable for any resulting damages.

Article 14 — Amendments to these terms and conditions

1. Contractor is entitled to amend these terms and conditions. Amendments will be announced in a timely manner (no later than 30 days before they take effect) and will also apply to existing Recurring Services, unless Client objects in writing within that period, in which case the previous terms remain applicable until the next natural point of renewal (e.g. contract renewal).

Article 15 — Governing law and disputes

1. All Agreements between Contractor and Client are governed exclusively by Dutch law.
2. Disputes arising from or related to an Agreement will, to the extent not resolved through mutual consultation, be submitted to the competent Dutch court in accordance with the statutory rules of relative jurisdiction.