Terms and Conditions

Article 1. Definitions

In these General Terms and Conditions, the following definitions apply:

Contractor:
SproutOut Solutions
3845 JP, Harderwijk
The Netherlands
Chamber of Commerce: 92762042
Email: richard@sproutoutsolutions.com

The Contractor is the user of these General Terms and Conditions.

Client:
The natural person or legal entity that has concluded or wishes to conclude an Agreement with the Contractor.

Parties:
The Client and the Contractor collectively.

Quotation:
A document prepared by the Contractor providing an indication of the costs and services associated with the provision of services.

Order Confirmation or Agreement:
A document, quotation, order confirmation, or other written or electronic agreement accepted by the Client or their authorised representative that describes the services to be provided, the agreed hours, applicable rates, or other relevant terms.

In Writing:
Written communication, including communication by email or other electronic means.

Services:
All services provided by the Contractor to the Client, including, but not limited to, search engine marketing, consultancy, analysis, strategy, optimisation, reporting, administration, and other agreed activities.

Article 2. Applicability

  1. These General Terms and Conditions apply to every offer and quotation from the Contractor, every Agreement between the Parties, and all related actions, whether of a preparatory, advisory, or executive nature.

  2. If these General Terms and Conditions apply to an Agreement between the Parties, they will also apply to future Agreements between the Parties unless expressly agreed otherwise in writing.

  3. Deviations from these General Terms and Conditions are only valid if expressly agreed in writing by the Parties.

  4. The applicability of any purchasing conditions or other terms and conditions of the Client is expressly rejected unless otherwise agreed in writing by the Contractor.

  5. The Client's acceptance without comment of a quotation, order confirmation, or Agreement to which these General Terms and Conditions apply constitutes acceptance of these General Terms and Conditions.

Article 3. Introduction and Conclusion of the Agreement

  1. If the Parties have not previously concluded an Agreement, a discussion will, in principle, take place prior to the conclusion of the Agreement.

  2. During an initial consultation, the Contractor will inform the Client of the applicability of these General Terms and Conditions and the rates applicable to the Services. These General Terms and Conditions and applicable rates may also be made available through the Contractor's website.

  3. The Client is responsible for providing the Contractor with all information that is reasonably necessary for the proper provision of the Services.

  4. The Client guarantees that all information provided to the Contractor is accurate, complete, and provided in a timely manner.

Article 4. Agreement

  1. If an offer or quotation from the Contractor is accepted, the Agreement will be concluded after written confirmation by the Contractor or at the moment the Contractor commences the agreed Services with the Client's consent.

  2. An Agreement may also be concluded if oral agreements are confirmed to the Client by email or another electronic means and the Client accepts or does not reasonably object to such confirmation.

  3. All offers and quotations from the Contractor are without obligation unless they contain a term for acceptance.

  4. If a quotation or offer is expressly made without obligation and is accepted by the Client, the Contractor has the right to revoke the offer within two working days after receipt of the acceptance.

  5. The prices charged by the Contractor, as well as the prices stated in offers and quotations, are exclusive of VAT and any additional costs unless expressly stated otherwise.

  6. Additional costs may include, but are not limited to, travel costs, transport costs, third-party costs, advertising costs, media costs, or other expenses incurred for the execution of the Agreement.

  7. Images, descriptions, specifications, dimensions, weights, examples, and other information provided on the Contractor's website, brochures, catalogues, or other materials are as accurate as reasonably possible but are indicative in nature unless expressly agreed otherwise in writing.

  8. The Contractor will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

  9. Unless a specific result has been expressly agreed in writing, the Contractor's obligations constitute an obligation of effort and not an obligation to achieve a guaranteed result.

  10. The Contractor is not liable for damage or losses resulting from incorrect, incomplete, or late information provided by the Client, unless the Contractor was aware, or reasonably should have been aware, of the incorrectness or incompleteness.

  11. If, during the execution of the Agreement, it becomes apparent that changes or additions are necessary for proper execution, the Parties will consult with each other and adjust the Agreement where appropriate.

  12. Unless otherwise agreed in writing, the Agreement is entered into for an indefinite period.

  13. If the Contractor expects not to be able to fulfil its obligations within the agreed period, it will inform the Client as soon as reasonably possible.

  14. The Contractor will report to the Client periodically, in writing or orally, regarding the progress and results of the Services where this is included in the agreed Services.

  15. If no specific reporting method has been agreed, the Contractor may determine the appropriate reporting method.

  16. In the event of force majeure, the Contractor is entitled, without judicial intervention, to suspend the execution of the Agreement or to dissolve the Agreement in whole or in part, without being liable for compensation.

  17. If the Agreement has been partially performed when a force majeure situation occurs, the Client remains obliged to pay for the Services already performed and costs already incurred by the Contractor.

  18. Force majeure includes, but is not limited to, war, riots, mobilisation, domestic or foreign unrest, government measures, strikes, exclusion of workers, disruption of currency ratios, weather conditions, business disruptions caused by fire or accident, natural disasters, disruptions affecting suppliers or third parties engaged by the Contractor, internet or telecommunications failures, and other circumstances beyond the reasonable control of the Contractor.

  19. Unless otherwise agreed in writing, the Contractor is entitled to terminate an ongoing Agreement by giving written notice to the Client, subject to any applicable notice period agreed between the Parties.

Article 5. Search Engine Marketing

  1. During the term of the Agreement, the Client grants the Contractor authority to conduct search engine marketing campaigns relating to the search engines, advertising platforms, websites, or other media specified in writing.

  2. Where necessary, the Client authorises the Contractor to perform actions reasonably required to set up, manage, monitor, analyse, and optimise search engine marketing campaigns.

  3. The Contractor will make reasonable efforts to achieve optimal performance of the agreed search engine marketing campaigns but does not guarantee any specific ranking, traffic level, conversion rate, revenue, return on investment, or other result.

  4. All statements regarding potential or expected results are indicative only and do not constitute a guarantee.

  5. Costs charged directly by search engines, advertising platforms, media operators, or other third parties in connection with campaigns must be paid directly by the Client unless otherwise agreed in writing.

  6. The Contractor is not responsible for consequences arising from payment delays, insufficient budgets, suspended accounts, rejected advertisements, policy violations, or other actions taken by search engines, advertising platforms, or media operators.

  7. The Client must comply with all applicable terms, policies, regulations, advertising requirements, and editorial guidelines imposed by the relevant search engines, advertising platforms, and media operators.

  8. The Contractor is not responsible for consequences resulting from the Client's violation of such terms, policies, regulations, or guidelines.

Article 6. Rates and Agreed Hours

  1. The Contractor's proposals and quotations are based on the information provided by the Client, the scope of the Services requested, the number of hours agreed with the Client, and the applicable hourly rate.

  2. The price for the Services will be determined based on the number of hours agreed between the Client and the Contractor and the applicable hourly rate.

  3. The agreed number of hours, hourly rate, and total amount payable will be confirmed in writing in the quotation, order confirmation, Agreement, or by email.

  4. Unless otherwise agreed in writing, the agreed hours and corresponding fees must be paid in advance before the Contractor commences the relevant Services.

  5. The agreed hours apply only to the Services and activities included within the agreed scope of work.

  6. Unless otherwise agreed in writing, unused hours are not refundable and cannot be transferred or carried over to a subsequent period.

  7. Amounts are exclusive of VAT unless otherwise indicated.

  8. Third-party costs, advertising costs, travel expenses, or other expenses incurred on behalf of the Client are excluded from the agreed fees and may be invoiced separately.

Out-of-Scope Activities

  • Any activity, work, request, communication, or service that falls outside the agreed scope of work or exceeds the number of hours agreed with the Client will be considered out-of-scope work and will be charged separately at the applicable hourly rate.

  • Out-of-scope work will be charged in 15-minute increments, with a minimum charge of 15 minutes per activity.

  • Any activity taking less than 15 minutes will therefore be charged as 15 minutes.

  • For example, if an out-of-scope telephone call takes 5 minutes, the Client will be charged for 15 minutes. An activity taking 16 to 30 minutes will be charged as 30 minutes, and an activity taking 31 to 45 minutes will be charged as 45 minutes.

  • Out-of-scope activities may include, but are not limited to:

  • additional telephone calls;

  • additional meetings or consultations;

  • additional emails or correspondence;

  • administrative work;

  • research;

  • additional reporting;

  • revisions or changes outside the agreed scope;

  • troubleshooting;

  • additional analysis;

  • additional strategy or consultancy;

  • tasks requested by the Client that were not included in the original Agreement; and

  • any other work requested by the Client outside the agreed scope of Services.

  • Where reasonably possible, the Contractor will inform the Client when a requested activity falls outside the agreed scope or available hours before carrying out the additional work.

  • Where the nature or urgency of an activity requires immediate action, the Contractor may perform the activity without prior approval and charge it as out-of-scope work in accordance with this Article.

  • The Contractor is entitled to adjust its rates. Rate changes must be announced at least one month before they take effect, unless otherwise agreed in writing.

Article 7. Invoice and Payment

  1. Unless otherwise agreed in writing, all agreed Services and hours must be paid in advance.

  2. The Contractor will issue an invoice for the agreed Services and hours prior to the commencement of the relevant work period.

  3. The Client must pay the invoice within 14 days of the invoice date, unless another payment term has been expressly agreed in writing.

  4. The Contractor is not required to commence or continue the provision of Services until the applicable invoice has been paid in full.

  5. If payment has not been received by the due date, the Contractor is entitled to suspend or postpone the commencement or continuation of the Services until payment has been received in full.

  6. Any delay resulting from non-payment or late payment by the Client will not constitute a failure by the Contractor to perform the Agreement.

  7. Where the Client requests additional Services or activities outside the agreed scope or exceeds the agreed number of hours, these activities will be charged separately at the applicable hourly rate in accordance with Article 6.

  8. Additional or out-of-scope work will be invoiced separately and must be paid within 14 days of the invoice date unless otherwise agreed in writing.

  9. Objections to the amount of an invoice do not suspend the Client's payment obligation, unless otherwise required by applicable law.

  10. In the event of late payment, the Contractor is entitled to charge statutory interest and extrajudicial collection costs in accordance with applicable law.

  11. In the event of liquidation, bankruptcy, seizure, suspension of payment, or another situation in which the Client's ability to meet its payment obligations is materially compromised, all claims of the Contractor against the Client become immediately due and payable, to the extent permitted by applicable law.

Article 8. Confidentiality and Non-Disclosure

  1. Both Parties are obliged to maintain the confidentiality of all confidential information obtained from each other or from other sources in connection with the Agreement.

  2. Information is considered confidential if it has been expressly identified as confidential or if its confidential nature reasonably follows from the nature of the information.

  3. The confidentiality obligation does not apply to information that:

    • was already publicly available;

    • becomes publicly available without breach of this obligation;

    • was lawfully known to the receiving Party before disclosure;

    • is lawfully obtained from a third party without a confidentiality obligation; or

    • must be disclosed pursuant to a legal obligation or court order.

  4. The confidentiality obligations will remain in effect after termination of the Agreement for as long as the information remains confidential.

Article 9. Liability

  1. The Contractor will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

  2. Unless a specific result has been expressly agreed in writing, the Contractor has an obligation of effort and not an obligation to achieve a specific result.

  3. The Contractor has business and professional liability insurance.

  4. The Contractor is not liable for financial losses incurred by the Client as a result of the Services unless and to the extent that such liability arises from an attributable failure by the Contractor and the Client can substantiate the relevant loss in accordance with applicable law.

  5. The Contractor is only liable for direct damages resulting from failures attributable to the Contractor in fulfilling its obligations under the Agreement if the Contractor has been given a reasonable opportunity to remedy the failure and remains in default.

  6. Liability for indirect damages is excluded to the extent permitted by applicable law. Indirect damages include, but are not limited to, consequential loss, loss of profit, loss of revenue, missed savings, loss of business opportunities, reputational damage, and damage caused by business interruption.

  7. The Contractor's liability for direct damages is limited to the amount actually paid out under the Contractor's liability insurance in the relevant case, increased by any applicable deductible payable by the Contractor.

  8. If, for whatever reason, no payment is made under the Contractor's insurance policy, liability will be limited, to the extent permitted by law, to the amount paid by the Client to the Contractor for the Services to which the liability relates, with a maximum equal to the fees paid by the Client during the three months preceding the event giving rise to the liability.

  9. The Contractor is not liable for damages arising from errors, omissions, or inaccuracies in information, materials, data, advice, or automated files supplied by the Client or third parties.

  10. The Contractor is not liable for damage resulting from the unavailability or untimeliness of reports, the Client's failure to follow advice, or disruptions in electronic services provided by the Contractor or third parties, including search engines, advertising platforms, hosting providers, network operators, telecommunications providers, or other service providers.

  11. The limitations of liability in this Article do not apply where such limitations are prohibited by applicable law.

Article 10. Ownership of Reports and Deliverables

  1. All reports, advice, evaluations, analytics, strategies, analyses, optimisations, documents, and other deliverables produced by the Contractor remain the property of the Contractor until the Client has made full payment for the relevant Services.

  2. Following full payment, the Client receives the right to use the deliverables provided specifically for the Client for the purposes agreed between the Parties.

  3. Unless otherwise agreed in writing, the Contractor retains ownership of its underlying methods, processes, know-how, templates, tools, systems, techniques, frameworks, and intellectual property used to create the deliverables.

  4. The Contractor retains the right to use general knowledge, experience, methods, and know-how acquired during the performance of the Agreement, provided that confidential Client information is not disclosed.

Article 11. Complaints and Disputes

  1. Complaints regarding the Services performed by the Contractor must be reported in writing by the Client within 8 days after discovery of the alleged defect or deficiency, and in any event no later than 14 days after completion of the relevant Services, unless a different statutory period applies.

  2. The complaint must contain a detailed description of the alleged deficiency, allowing the Contractor to investigate and respond appropriately.

  3. If a complaint is considered justified, the Contractor will, where reasonably possible, have the opportunity to remedy or repeat the relevant Services.

  4. If remedy or repetition of the Services is no longer possible or meaningful, the Contractor's liability will be limited to the provisions of Article 9.

  5. The Client acknowledges that many of the Contractor's Services are advisory or optimisation services and that the Contractor does not guarantee specific commercial, financial, marketing, search engine, traffic, conversion, or other results unless such a result has been expressly agreed in writing.

  6. The Client acknowledges that the Contractor will perform activities based on the information and instructions provided by the Client and, where required, with the Client's approval.

Article 12. Termination

  1. Unless otherwise agreed in writing, the Contractor is entitled to terminate an Agreement in writing.

  2. Termination does not affect the Client's obligation to pay for Services already performed, agreed hours already made available, additional work performed, or costs incurred up to the termination date.

  3. Amounts that have already become due remain payable following termination.

  4. Where the Client terminates the Agreement immediately and without cause, the Client remains responsible for payment of Services already performed, agreed hours already reserved or made available, and any costs incurred by the Contractor, to the extent permitted by applicable law and unless otherwise agreed in writing.

Article 13. Final Provisions

  1. Dutch law applies to these General Terms and Conditions and to all Agreements between the Parties.

  2. Any disputes arising from or relating to an Agreement or these General Terms and Conditions will, to the extent permitted by applicable law, be submitted to the competent court in the Netherlands.

  3. If any provision of these General Terms and Conditions is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

  4. The Parties will consult with each other regarding the replacement of any invalid or unenforceable provision with a valid provision that reflects the original intention as closely as reasonably possible.

  5. These General Terms and Conditions may be viewed and downloaded from the Contractor's website: SproutOut Solutions.