General terms and conditions

Article 1 – Definitions

1. De Grijff: De Grijff B.V., established in Capelle aan den IJssel, registered with the Dutch Chamber of Commerce under number 91198380.
2. Client: Any legal entity entering into an agreement with De Grijff.
3. Agreement: Any written arrangement between the parties, including quotations and confirmations by email.
4. Services: Advisory and support services in the fields of marketing, sales, and related processes.

Article 2 – Applicability

1. These terms and conditions apply to all quotations, agreements, and services provided by De Grijff.
2. Deviations are only valid if agreed upon in writing.
3. The applicability of the Client’s general terms and conditions is expressly excluded.

Article 3 – Formation of the Agreement

1. An agreement is concluded upon written confirmation of the quotation.
2. Quotations are valid for 14 days unless stated otherwise in writing.
3. No rights may be derived from previous quotations.

Article 4 – Duration and Termination

1. Agreements are entered into for the fixed term specified in the quotation.
2. After the fixed term expires, the agreement is automatically extended for an indefinite period.
3. Termination after the fixed term must be made in writing with a notice period of 30 days.
4. Early termination during the fixed term is not permitted unless agreed otherwise in writing.
5. Amounts already invoiced shall not be refunded.
6. In the event of early termination by the Client, the full agreed amount for the fixed term remains payable.

Article 5 – Temporary Suspension

1. The Client may submit a written request to temporarily suspend the services.
2. Such request must be submitted at least 30 days prior to the desired start date.
3. Suspension is only possible after written confirmation by De Grijff.
4. The contract duration shall be extended by the duration of the suspension, unless agreed otherwise.

Article 6 – Prices and Payment

1. All prices are exclusive of VAT and other government levies.
2. Invoices must be paid within 14 days from the invoice date.
3. In case of late payment, the Client is automatically in default without further notice of default being required.
4. De Grijff has the right to suspend its services in case of payment arrears.
5. All judicial and extrajudicial collection costs shall be borne by the Client.
6. De Grijff reserves the right to annually index its rates as of January 1st.

Article 7 – Performance of Services

1. De Grijff shall perform its services to the best of its knowledge and ability.
2. The services constitute a best-efforts obligation and not an obligation of result.
3. De Grijff does not guarantee revenue, profit, leads, conversions, or any other commercial outcomes.
4. De Grijff may have services performed in whole or in part by third parties.
5. De Grijff is not liable for shortcomings, malfunctions, or changes relating to third parties or external platforms.

Article 8 – Client Obligations

1. The Client shall provide all information necessary for the execution of the agreement in a timely manner.
2. The Client guarantees the accuracy, completeness, and reliability of the information provided.
3. Delays or damages resulting from incorrect or late information shall be borne by the Client.
4. The Client remains fully responsible for decisions, implementation, and commercial results.

Article 9 – Liability

1. De Grijff shall only be liable for direct damage that is the direct result of intent or gross negligence.
2. Any liability shall be limited to the lowest of:
   a. the amount invoiced in the three months preceding the damage; or
   b. the amount paid out under the applicable liability insurance policy.
3. Liability for indirect damages, including consequential damages, loss of profit, loss of savings, and business interruption, is excluded.
4. Any claim shall lapse if not reported in writing within 12 months after discovery.

Article 10 – Force Majeure

1. De Grijff shall not be liable for delays or failures resulting from force majeure.
2. Force majeure includes, but is not limited to, failures of third parties, platform changes, government measures, illness, and technical malfunctions.
3. If force majeure lasts longer than 30 days, either party may terminate the agreement in writing without liability for damages.

Article 11 – Intellectual Property

1. All intellectual property rights relating to advice, strategies, materials, models, software, and documents remain the property of De Grijff.
2. The Client is granted a non-transferable right of use for the duration of the agreement only.
3. De Grijff may use results for marketing purposes unless the Client objects in writing in advance.

Article 12 – Non-Solicitation

1. The Client shall not, during the term of the agreement and for 12 months thereafter, employ or directly engage employees or engaged third parties of De Grijff.
2. Deviation is only permitted with prior written consent from De Grijff.

Article 13 – Suspension and Dissolution

1. De Grijff has the right to suspend or terminate the agreement with immediate effect if the Client is in default, declared bankrupt, applies for suspension of payments, or if continuation of the agreement can no longer reasonably be required.
2. In such cases, all payment obligations remain fully in force.

Article 14 – Governing Law and Disputes

1. All agreements are governed exclusively by Dutch law.
2. Disputes shall be submitted to the competent court in the district where De Grijff is established.
3. If any provision is found to be invalid, the remaining provisions shall remain fully in effect.