General Terms and Conditions

We are Addmark. Addmark is a private limited company. Our registered office is located in Goes, and we are listed in the Trade Register of the Dutch Chamber of Commerce under number 95825290. 

An agreement is concluded once you request us to start work for you and we accept that assignment in writing, or once we confirm the quotation signed by you, or when we commence the work. If we first send a quotation, it is without obligation and valid for fourteen days, unless a different term is stated in the quotation. After that period, the quotation automatically expires, unless Addmark extends its validity. Addmark reserves the right to withdraw quotations. Our cooperation is based on a contract for services within the meaning of Article 7:400 of the Dutch Civil Code. In this relationship, you are the client and Addmark is the contractor.

These general terms and conditions apply to every assignment, additional assignment, or follow-up assignment. Any general terms and conditions, purchase conditions, or other conditions you may use cannot be accepted by us and do not apply to our cooperation. 

When we start working for you, we will make every effort to execute the assignment to the best of our ability. We are free to determine and shape the execution of the assignment at our own discretion. Addmark is subject to a best-efforts obligation. The obligation to perform the agreed work is undertaken by the company Addmark. This also applies if a fixed contact person has been agreed with you. That person is not obliged to personally carry out the assignment. The operation of Articles 7:404 and 7:407(2) of the Dutch Civil Code is expressly excluded. The directors and/or employees of Addmark are never personally liable for the execution of an assignment.

For the execution of our work, it is important that we have access to all relevant and accurate data and materials, as well as access to software. As the client, you are responsible and bear the risk for providing these. If data required for the execution of the agreement is incorrect, not provided to us on time, or if equipment, materials, or software supplied is defective, Addmark is not liable for any direct or indirect damages that may arise as a result, in any way whatsoever.

If Addmark, at your request, performs work in the field of search engine advertising (SEA) and search engine optimization (SEO), we will make every effort to do so, but we do not commit ourselves to achieving a specific result. No rights can be derived from any statements we make regarding potential results. These are merely indicative. Addmark cannot be held liable for any incorrect information published on your website or via other digital channels. Addmark is also not liable for damage, loss, or destruction of materials, objects, or physical and/or digital products and data that have been made available to Addmark or are used by Addmark.

During the agreement between you as the client and Addmark as the contractor, we agree that you will not engage a third party to perform the work agreed between us.

Amendments to the agreement or additions thereto are only valid if confirmed in writing by both of us. If the amendment or addition has financial consequences, we will consult with you and make further written agreements.

Unless agreed otherwise, the agreement we enter into is valid for an indefinite period. Both parties are entitled to terminate an agreement for an indefinite period after six months, subject to a notice period of one month, by giving written notice.

If we agree that an agreement is entered into for a fixed term, the agreement will automatically be extended by twelve months upon expiry, unless a different duration is agreed in writing. At least one month prior to the expiry of a fixed-term agreement, we will discuss whether additional work with corresponding financial arrangements is desirable or necessary. Any additional agreements must be confirmed in writing.

Both parties are entitled to terminate a fixed-term agreement early, subject to a notice period of one month. Termination must be made in writing and state the reason. If you, as the client, terminate a fixed-term agreement early, you are obliged to pay for the work performed up to that point and to pay Addmark compensation for loss of capacity. This compensation is hereby determined at fifty percent of the agreed price, or, if no such agreement was made, fifty percent of Addmark’s regular fee, calculated over the remaining original term of the agreement. This is only different if it is established that your termination is attributable to Addmark. External costs incurred by Addmark on your behalf (including, but not limited to, costs for domain names and hosting) will always remain fully at your expense. Addmark is not liable for damages in the event of early termination.

In the event of liquidation, (a petition for) suspension of payments or bankruptcy, seizure against you as the client, debt restructuring, or any other circumstance whereby you can no longer freely dispose of your assets, Addmark may terminate the agreement with immediate effect. In that case, Addmark is not obliged to pay compensation. Claims that Addmark has against you at that time become immediately due and payable.

Addmark may suspend the fulfilment of its obligations or dissolve the agreement if you, as the client, do not (fully) or do not timely fulfil your obligations, or if we have reason to fear that you will not fulfil your obligations. In such a case, Addmark is not obliged to compensate you for any damage or costs that may arise in any way.

In the event of suspension, discontinuation, termination and/or dissolution by Addmark, you remain obliged to meet your payment obligations. Claims that Addmark has against you at that time will then also become immediately due and payable. Furthermore, we are entitled to compensation for direct and indirect damages and costs arising therefrom. This may also include income lost by Addmark.

Addmark works on the basis of different pricing arrangements. A pricing arrangement depends on specific requirements and is tailor-made. If no price agreement has been made, our standard hourly rate applies. We may adjust our hourly rate periodically (in principle on 1 January or 1 July). The price charged to you will be increased by 21% VAT. Our rates, offers, or quotations do not automatically apply to future assignments.

Before Addmark commences work, if the total invoice value exceeds €2,500, we may issue a partial invoice of 50% of the invoice value. Work will commence once payment has been received. Costs paid by Addmark on your behalf as the client (such as expenses, travel costs, transport costs, invoices from third parties engaged, etc.) are at your expense and will be invoiced separately. Costs related to paid advertisements (including SEA campaigns) must be paid by you directly, unless we agree otherwise. If we advance such costs, we may charge you an additional fee.

If during the execution of our work it becomes apparent that the originally agreed or expected amount of work was so underestimated at the conclusion of the agreement that it cannot reasonably be expected of us to perform the work at the originally agreed price, we may increase our price. We will always consult with you about this. Excesses of up to 10% of the quotation are accepted by you as a budgetary risk. Addmark is not responsible for any delays that may arise because additional work is required or because we have consulted with each other about this. With respect to advertising budgets deployed by Addmark (including but not limited to Google Ads or social media advertising), you specifically agree that these may deviate upwards or downwards by 30% compared to the agreed advertising budgets.

It may occur that we need to process personal data. Our privacy statement describes how we handle such data. You can find it at www.addmark.nl

Both parties are obliged, both during and after the term of the agreement, to treat as confidential any information obtained from each other under this agreement or in any other way, which has been indicated as confidential or whose confidential nature follows from the nature of the information itself. You are not permitted to copy, distribute, or make confidential information available to others, unless we have given prior written consent. Confidential information may never be used by you for any purpose other than the purpose for which we shared it with you.
This duty of confidentiality also applies to your employees or third parties engaged by you who need to have access to confidential information. It is your responsibility to ensure that these persons and/or parties agree in advance to the same confidentiality obligations before the confidential information is shared with them.

In the event of a breach of one or more provisions of this clause, you owe Addmark an immediately payable penalty of €25,000 per breach and €500 for each day the breach continues. In addition, we reserve the right to recover full damages from you and/or claim compensation.

We invoice our work on a monthly basis, unless we have agreed otherwise. The payment term is fourteen days, which is a strict deadline. This means that you are in default if payment is not made on time. We are not required to send a payment reminder or notice of default first. If payment is late, we will charge statutory commercial interest and 15% collection costs with a minimum of €250, and we are entitled to take collection measures. The costs of such measures are also at your expense. Naturally, we assume it will not come to that.

If you fail to pay on time, we are entitled to suspend or completely cease our work. In addition, we reserve the right to (temporarily) disable the services we have delivered (such as a website or campaign) for as long as you have not met your payment obligations. Your obligation to pay the outstanding amount remains in effect, and we are not liable for any direct or indirect damages you may suffer as a result.

If we consider it necessary to engage third parties and if costs are involved, we will charge those costs to you. The engagement of third parties will be done carefully and in consultation with you. Any limitation of liability applied by such third parties may be accepted by us on your behalf. Addmark is not liable for shortcomings of third parties. 

If we agree on a delivery time, this will always be regarded as an “approximation.” Addmark does not provide any guarantees in this respect. If you, as the client, believe that we have not delivered on time, this does not entitle you to claim damages or to terminate the agreement, nor does it release you from any obligation towards Addmark. Changes to the assignment may also result in a longer delivery time. Addmark is not responsible for this and cannot be held accountable. 

We make every effort to perform our work as well as possible. If you have questions or comments about our work or invoices, this does not entitle you to suspend your payment obligations or to set them off against a claim you allege to have against Addmark. Addmark’s administration is decisive. You must submit your complaint to us in writing and with reasons within fourteen days after delivery of the relevant part of the work, or within fourteen days of receiving the invoice if your complaint concerns that invoice. We will then respond and work together to find a solution.

If you fail to complain on time, you forfeit your rights of claim. In any event, a claim lapses if you have not submitted a written and substantiated complaint to Addmark within one year, counted from the moment you were, or reasonably could have been, aware of the event or circumstance that may give rise to liability.

If a complaint is justified, we will still perform the work as agreed, unless that is no longer possible. In such a case, you must provide evidence and written substantiation.

If Addmark is liable, such liability is limited to the amount paid out by the insurer to Addmark in that case, plus Addmark’s deductible. If, for any reason, the insurer does not pay out, Addmark’s liability is limited to the total fees received from you in the three months preceding the event causing the damage, with an absolute maximum of €5,000. A series of related attributable failures is considered one attributable failure. Restitution obligations do not apply. If the insurer does not pay, Addmark can therefore never be required to pay more than €5,000.

Addmark is not liable for indirect damages, including but not limited to consequential damages, lost profits, brand or reputational damage, missed savings, damages due to business interruption, damages resulting from the website, hosting, or SEO software being unavailable, disappointing results from advertising campaigns, loss of goodwill, damages related to the use of data, files, or software prescribed by you, or the loss, damage, or destruction of data or files.

Addmark is also not liable for damages suffered by you or third parties as a result of late, incorrect, or incomplete information. Addmark is never liable for any damages resulting from errors in software or other computer programs we use, or the presence or transmission of viruses or other malware. You are responsible for checking and preventing viruses or similar issues on data carriers, software, or other data provided by us.
Addmark is not liable for errors if you, as the client, have given prior approval or had the opportunity to carry out an inspection and did not make use of it. Responsibility for the accuracy of communications in emails, on social media, or on websites delivered by us or in which we are involved lies with you as the client.

As the client, you indemnify Addmark against all claims from third parties in any way related to or arising from the work performed for you, unless such claims result from gross negligence or intent on the part of Addmark. This indemnification applies not only to Addmark but also to those involved in carrying out the assignment. This indemnification also covers reasonable costs incurred in defending against such third-party claims.

If Addmark cannot perform the assignment, or can only partially perform it, due to force majeure, Addmark is entitled to suspend performance of the agreement or to terminate the agreement without being obliged to pay damages. Force majeure includes, in addition to what is understood by law and case law, all external causes, foreseen or unforeseen, beyond the control or responsibility of Addmark, that prevent us from fully or properly fulfilling the agreement. This includes, in any case: war, government measures, epidemics, strikes, failure of suppliers, internet disruptions, weather conditions, business interruptions caused by fire, accidents or other incidents, and natural phenomena occurring at our premises or at those of third parties engaged for the execution of the agreement.

All intellectual property rights, including copyright, relating to the services and products we deliver are vested in Addmark. If intellectual property rights are held by third parties who have granted Addmark permission to use them, those intellectual property rights remain with those third parties. You acknowledge that the intellectual property rights rest with us and, as the client, you shall not infringe upon them. It is prohibited to use services and products subject to Addmark’s intellectual property rights in any way other than as agreed with us.

You are not permitted to disclose, reproduce, or distribute products, information, and documents—in the broadest sense of the word—that we have shared with you under our agreement, nor to use them for any purpose other than for which they were provided by us. You are also not permitted to make modifications to what we have created and/or delivered under the agreement without our prior consent.

If you use online tools and/or software provided to you by Addmark, you are only granted a right of use, and all copyrights and other intellectual property rights remain with the respective owners.

Addmark may, if we so choose, use the knowledge we gain during the performance of our work for other purposes or with other clients. In doing so, no confidential information of yours as the client will be disclosed to third parties. We may also, during and after the term of our agreement, mention the existence of our cooperation and relationship, including your name and logo, on Addmark’s website, social media, and other online channels.

It is your responsibility to ensure that products, services, and/or objects supplied by or on your behalf to Addmark for the purpose of being used, disclosed, reproduced, or distributed by Addmark are not restricted by the intellectual property rights of another party. Should there nevertheless be an infringement of a third party’s intellectual property rights, Addmark is neither responsible nor liable, and you indemnify Addmark against all potential third-party claims and any associated costs.

We value our employees. During the term of our agreement, you are not permitted to employ our staff or otherwise, directly or indirectly, engage them to work for you without our prior written consent. Any breach of this provision results in an immediately payable penalty of €25,000 per violation and €500 for each day the violation continues. This penalty does not affect our right to claim full compensation for damages.

This provision also applies for a period of one year after termination of our agreement, unless the restriction prohibition within the meaning of Article 9a of the Dutch Waadi Act applies. In that case, you owe us reasonable compensation for the services provided in connection with the assignment, recruitment, or training of the employee concerned.

If you are unexpectedly dissatisfied with us, our work, invoices, or anything else, we would like to hear about it as soon as possible so that we can work together to find a solution.

We will attempt to resolve any conflicts as much as possible without court intervention. If we cannot reach agreement between ourselves, we will appoint a mediator to mediate between us. If no solution is found through mediation, disputes will be settled exclusively by the competent court of the Zeeland-West Brabant District Court, Middelburg location. This agreement is governed solely by Dutch law.