General Terms and conditions

Article 1. Definitions

Contractor: Jeffrey van Maurik, registered in the Dutch Chamber of Commerce under number 90481933.

Client: The natural or legal person that the Contractor concludes an Agreement with for the provision of services and/or the supply of products.

Agreement: The agreement concluded between Contractor and Client regarding the provision of services and/or the supply of products. 

Services: the work (to be) performed by the Contractor for the Client under the Agreement.

 

Article 2. General

These Terms & Conditions are applicable to every offer, quotation and/or agreement between Contractor and Client, unless the parties have specifically opted to deviate from these Terms & Conditions.

The applicability of other (general) conditions from Client is hereby explicitly rejected.

 

Article 3. Offers and Quotations

Any offer and quotation by Contractor is non-binding, unless the offer or quotation contains a period for acceptance.

Contractor is not bound by the offer or quotation if the Client could reasonably understand that (a part of) the offer or quotation contains an apparent error or spelling mistake.

 

Article 4. Execution of the Agreement

The Contractor shall perform the Services independently as the Contractor sees fit and in a professional, competent and timely manner. In so far as collaboration with others is necessary for the performance of the Services, such collaboration shall be coordinated between the Parties so that such collaboration takes place in the best possible manner.  

The Client is free to offer indications and instructions in respect of the Services outcome or the intended purpose of the Services if such does not affect the independent manner in which the Services is performed by the Contractor. 

The Parties are obliged towards each other to provide all information (including reports, plans and commercial information) that is or could be relevant to the performance of the Services. 

If the information needed for the execution of the Agreement is not provided to Contractor in a timely manner, the Contractor has the right to suspend the execution of the Agreement and/or to charge any additional costs as a result of this delay to Client according to the prevailing rate.

If the Contractor anticipates at any time that he cannot fulfill the obligations associated with the Services, or not do so properly or in a timely manner, the Contractor shall immediately notify the Client thereof.  

To the extent the Parties considers such desirable and necessary for the performance of the Services, the Client shall grant the Contractor free access to relevant business communication and computer facilities, as well as the related technical supports and/or the premises of the Client.

 

Article 5. Early termination of the Agreement

Without prejudice to any rescission or other rights granted by applicable law or agreed by the Parties, each Party shall be entitled to suspend and/or terminate (in Dutch: opzeggen) this Agreement in whole or in part, with immediate effect, without the other Party being entitled to claim any damages or compensation if: 

1. a) the counterparty is seriously deficient in the fulfillment of any obligation under the present Agreement and said deficiency has not been repaired within seven (7) days after written notification by the other party;
   b) the counterparty appeals to force majeure lasting longer than fifteen (15) calendar days or as soon as it appears that the period involved shall extend beyond fifteen (15) calendar days;
   c) the counterparty is in a state of bankruptcy or else the counterparty or a third party has filed for the bankruptcy of the counterparty;
   d) the counterparty has been granted protection from creditors, expressly including provisional protection from creditors, and/or should the counterparty have petitioned for protection from creditors;
   e) all or part of the counterparty’s assets are seized;
   f) the counterparty is dissolved or liquidated;
   g) the counterparty already has or is about to cease trading, and/or has transferred all or a significant part of his/her business, including a merger between his/her business with a newly established or existing business;
   h) the representative of the Contractor or the Assigned Personnel is convicted under criminal law. 

Notice of suspension or termination may be given in writing only.  

In case of early termination of the Agreement, with immediate effect based on any of the circumstances set forth above, the Contractor will invoice the time devoted until the termination of the Agreement and the agreed hours of work for a period of one month, as compensation for the premature termination of the Agreement.

 

Article 6. Fees and payment

6.1 All prices quoted by the Contractor are in Euros. All prices quoted by the Contractor are exclusive of value added tax (VAT) and other government levies, unless stated otherwise. 

The hourly rate of the Contractor does not include third-party costs (for example: advertising costs on social media).

6.2 Unless the parties expressly agree otherwise, the invoices issued by the Contractor shall be payable within the period established in the invoice and the Contractor reserves the right to charge late-payment interests in the event of any delay in payment of the invoices with respect to their due date

6.3 If a quotation and/or the amount of time (to be) devoted to the services is based on data provided by the Client and those data prove to be incorrect, the Contractor shall be entitled to adjust the price and/or the amount of time (to be) devoted to the services accordingly, even after the Agreement has been concluded. The agreed monthly hours for the agreed Services cannot be cumulated

6.4 In the event of the failure to pay an invoice, the Contractor, upon giving written notice, may suspend any Services provided to the Client, without such circumstance entitling the Client to make any claim or complaint for such suspension or for any such damage as may derive from such suspension.

6.5 In the event of late payment, the Client shall be obliged to pay in full both extrajudicial and judicial collection costs, including the costs of lawyers, jurists, bailiffs and collection agencies, in addition to the amount due and the statutory interest due thereon.

 

Article 7. Principal’s Obligations

7.1 The Client shall ensure that all (technical) information, decisions and data that it considers necessary for the performance of the Agreement are provided to the Contractor in a timely manner. The Client shall be responsible for the correctness and completeness thereof. The Client guarantees at all times that the material supplied by him to the Contractor does not infringe any third party rights, including intellectual property rights.

7.2 The Client shall grant the Contractor all authorizations necessary to perform the work, including authorization to create accounts with social media platforms.

7.3 The Client is obliged to inform the Contractor without delay of facts and circumstances that may be relevant in connection with the performance of the Agreement.

7.4 The Client is not permitted, without the prior consent in writing of the Contractor, to commission a third party during the duration of the Agreement to perform work that is identical to the work the Contractor performs for the Client.

7.5 The Client is responsible for the circumstances that prevent or hinder the performance of the work.

7.6 Texts, images or other data compiled by the Contractor on behalf of the Client will be deemed to have been checked and accepted by the Client, unless any desired changes are communicated in writing within a period of fourteen (14) days after publication by electronic means.

7.7 The Client is aware of policies of third parties – including Meta, LinkedIn and TikTok – and is responsible for the consequences of any violations of these policies.

 

Article 8. Additional services

8.1 All changes in the Services, whether at the request of the Client or as a result of the fact that a different performance is necessary due to any circumstances whatsoever, shall be considered additional services when additional time spent by the Contractor or additional costs are involved. Additional services are also subject to these General Terms and Conditions.

8.2 If additional services have been carried out at the request or with the consent of the Client, the additional services will be invoiced to the Client. The Contractor may refuse to comply with such a request or enter into negotiations.

8.3 The Client accepts that additional services may cause a delay in the delivery of Services, even if a time of completion has been agreed upon. Client is not entitled to compensation for this delay.

8.4 If (the demand for) additional services arises during the performance of the Agreement, this does not create any ground for termination or dissolution of the Agreement for the Client.

8.5 Cost-increasing circumstances that cannot be attributed to the Contractor will be settled as additional services. The Contractor shall inform the Client thereof as soon as possible.

 

Article 9. Delivery time

Delivery dates stated by the Contractor are indicative and do not count as deadlines, unless the Parties have agreed to this in writing.

 

Article 10. Intellectual Property Rights

Both in The Netherlands and abroad, the sole rights including the right of ownership shall inhere with the Client to all images, photos, videos, texts, reports, proposals and/or any other intellectual property rights stemming from the work performed by the Contractor during the period of the Services.

The Contractor is entitled to disclose to third parties, including through his website and social media, examples of the delivered Services for publicity and promotional purposes, unless the Client expressly states that certain information, images, video’s, etc., are prohibited to be disclosed.

 

Article 11. Duty of Confidentiality

The Contractor undertakes to safeguard the confidentiality of all the information and documentation received from the Client that is not in the public domain and may only disclose such information and documentation with the authorization of the Client or when ordered to do so by any administrative or court authority or an authority authorized for such purpose.

The Contractor’s duty of confidentiality with respect to the information and documentation received from the Client shall not be applicable in respect of the representatives and contact persons of the Client itself or of other professional advisors of the Client participating in the same engagement, unless the Client establishes any prior directions or restrictions to the contrary.

Unless expressly indicated otherwise by the Client, the Client authorizes the Contractor to make public its involvement in the provision of the Services to the Client, provided no confidential information is disclosed.

 

Article 13. Liability

The liability of the Contractor shall be in any case limited to the amount of fees paid by the Client for the specific Service. 

The Contractor’s liability shall be limited to direct damage (excluding therefore loss of profit, loss of business or reputational damage) actually caused to the Client. 

The Contractor’s liability to the Client in relation to the Services is subject to a written claim sent by the Client, determining in sufficient detail the nature of the claim and the amount claimed, within not more than one (1) month from the date of termination of the provision of the Services. 

The Contractor’s potential liability shall arise solely with respect to the Client. The Contractor shall not be liable for any damage that may be caused to third parties as the result of any use the Client may make of the Services outside their intended purpose, unless such use has been expressly authorized by the Client.

 

Article 14. Force Majeure

14.1 The Contractor cannot be held to fulfill any obligation under the Agreement if the Contractor is prevented from fulfilling it due to force majeure. The Contractor shall not be liable for any damage caused by force majeure.

14.2 Force majeure includes, but is not limited to: failures of public infrastructure, defects in items, equipment or software or other source material whose use has been prescribed by the Client, unavailability of Employees, government measures, general transport problems, strikes, wars, terrorist attacks and civil commotion.

14.3 If a force majeure situation lasts longer than thirty (30) days, the Parties have the right to terminate the Agreement. What has already been performed under the Agreement shall in that case be settled proportionately, without the Parties remaining indebted to each other for the remainder.

 

Article 15. Specific provisions for social media advertising

15.1 The services offered, including Meta Ads (Facebook Ads and Instagram Ads), LinkedIn Ads, TikTok Ads and other social media advertising platforms, are subject to a best efforts obligation and not a performance obligation. The Contractor shall perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. The Contractor shall make every effort to perform the Work properly and carefully, as well as to represent the Client’s interests to the best of his knowledge and to strive for a result that is usable for the Client. However, the Contractor cannot guarantee that the Work will always achieve the result desired by the Principal.

15.2 The Contractor is not liable for actions resulting from work performed by third parties, hereby specifically referring to Meta, LinkedIn, TikTok or other advertising platforms. 

15.3 Advertising costs for online advertising are paid directly to third parties, unless otherwise agreed upon, with special reference to Meta, LinkedIn, TikTok or other advertising platforms.

15.4 The client must always ensure payment of invoices from Meta, LinkedIn, TikTok or other advertising platforms. Under no circumstances shall Contractor advance these or otherwise make payments to third parties for or on behalf of Client.

15.5 If a campaign setup, amount of ads or advertising budget changes significantly during the agreement, this may affect the number of hours required to be devoted.

15.6 The Contractor can never be held liable for the consequences of the Client’s failure to comply with regulations and guidelines of social media platforms and/or other companies or agencies.

15.7 The Contractor cannot be held liable for damages resulting from the policies of social media platforms or from enforcement of these policies.

15.8 It is possible that the Contractor is temporarily unable to perform work due to maintenance or update of a system, website or software. Contractor is not liable for such temporary interruption.

15.10 If the Client or a third party makes changes to the work delivered by the Contractor, the Contractor excludes any liability.

15.11 The Contractor is not liable for mutilation or loss of data as a result of transmitting the data using telecommunication facilities.

 

Article 16. Other provisions

16.1 The Contractor is entitled to disclose to third parties, including through his website and social media, who his Clients are, unless agreed otherwise in advance. This includes all commercial expressions, such as advertisements.

16.2 The Contractor is entitled to share results anonymously and express in percentages with third parties and in commercial communications.

 

Article 17. Final Provisions

17.1 The Agreement is governed by Dutch law.

17.2 All disputes that may arise in connection with the Agreement and/or the Services shall be submitted to the competent court in The Hague (The Netherlands).

17.3 In these General Terms and Conditions ‘in writing’ shall also mean communication by email, WhatsApp or other text message platforms, provided that the identity of the sender and the integrity of the email have been sufficiently established.

17.4 Should any provisions in the present General Terms and Conditions be deemed invalid this shall not lead to the invalidity of the remaining provisions in the General Terms and Conditions. The invalid provision shall be replaced by a legally valid provision that conforms as far as possible with the Parties’ intent as stated in the invalid provision.

17.5 These General Terms and Conditions shall be binding upon the Parties hereto and their respective successors and assigns.
The Contractor is entitled to transfer its rights and obligations under the Agreement to a third party that takes over the Contractor or the Contractor’s business activities.

The Contractor reserves the right to amend or supplement these General Terms and Conditions at any time.