These terms and conditions apply to all quotes, orders, and agreements between Sowieso Helder B.V., trading under the name SowiesoSocial, and its clients. The terms and conditions have been drawn up for business clients and deposited at the offices of SowiesoSocial in Halfweg. They can also be consulted via www.sowiesosocial.nl.

Article 1.  Definitions

In these terms and conditions, the following definitions apply:

1.1       SowiesoSocial: Sowieso Helder B.V., established at Suikersilo-Oost 2, 1165 MS Halfweg, registered with the Chamber of Commerce under number 66887399, trading under the name SowiesoSocial.

1.2       Client: the natural or legal person who enters into an agreement with SowiesoSocial or to whom SowiesoSocial issues a quote.

1.3       Agreement: any agreement concluded between SowiesoSocial and the Client, as well as all resulting or related legal acts.

1.4       Services: the work to be performed by SowiesoSocial, including — but not limited to — strategy, content creation, production, social media management, online advertising, campaign management, reporting, and advisory services.

1.5       Materials: all concepts, texts, images, videos, animations, designs, templates, scripts, data, reports, and other works produced or made available by SowiesoSocial within the framework of the Agreement.

1.6       Media budget: the budget made available by or on behalf of the Client that is used by SowiesoSocial for purchasing advertising space from third parties, including Meta, Google, LinkedIn, TikTok, and similar platforms.

Article 2.  Applicability

2.1       These terms and conditions apply to all quotes, offers, order confirmations, and Agreements to which SowiesoSocial is a party, as well as to all resulting follow-up orders.

2.2       The applicability of any general or purchasing conditions of the Client is expressly rejected, unless these have been accepted in writing by SowiesoSocial.

2.3       Deviations from these terms and conditions are only valid if they have been confirmed in writing by SowiesoSocial and apply solely to the Agreement for which they have been agreed.

2.4       If any provision of these terms and conditions is void or is annulled, the remaining provisions will remain in full force and effect. In that case, the parties will consult to replace the void provision with a valid provision that approaches the scope of the original provision as closely as possible.

Article 3.  Quote and Establishment of the Agreement

3.1       Quotes and offers from SowiesoSocial are without obligation and valid for thirty (30) days from the date of issue, unless stated otherwise.

3.2       The Agreement is established at the moment of written acceptance of the quote or order confirmation by the Client, or at the moment when SowiesoSocial actually commences performance. Acceptance by email is deemed equivalent to written acceptance.

3.3       Obvious clerical errors or mistakes in quotes do not bind SowiesoSocial.

3.4       Budgets, schedules, and target prices are indicative, unless explicitly agreed upon as fixed.

Article 4.  Execution of the Agreement

4.1       SowiesoSocial will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship. All obligations of SowiesoSocial are best-efforts obligations, unless a result has been explicitly and in writing guaranteed.

4.2       SowiesoSocial is entitled to execute the work in phases and to invoice the completed part separately.

4.3       Stated deadlines are target deadlines and are not of the essence, unless explicitly agreed otherwise in writing.

4.4       SowiesoSocial is entitled to change the composition of the project team if, in its opinion, this is necessary for the execution of the Agreement.

Article 5.  Obligations of the Client

5.1       The Client will ensure that all data, materials, and access details indicated by SowiesoSocial as necessary are provided to SowiesoSocial in a timely manner. This also includes account access to relevant advertising and publishing platforms.

5.2       The Client guarantees the accuracy, completeness, and reliability of the data and materials provided by or on behalf of them and guarantees that they do not infringe on any third-party rights.

5.3       If the Client does not provide their cooperation, or does not do so in a timely or proper manner, SowiesoSocial is entitled to suspend execution and to charge the resulting costs.

5.4       The Client is responsible for the substantive approval of content, advertisements, and publications prior to placement. Approval may be granted by email by an authorized contact person of the Client.

Article 6.  Modifications and Additional Work

6.1       If during the execution of the Agreement it appears that modification or expansion of the work is necessary for proper performance, the parties will consult in a timely manner regarding the adjustment of the Agreement.

6.2       Work that is not explicitly described in the quote or order confirmation, as well as additional requests and modifications at the request of the Client, will be charged as additional work at the rates applicable at that time by SowiesoSocial.

6.3       An execution delay that is more than negligible and is the result of modifications or additional work gives SowiesoSocial the right to adjust the agreed deadlines.

Article 7.  Involvement of Third Parties

7.1       SowiesoSocial is entitled to involve third parties in the execution of the Agreement, including freelancers, production companies, printers, photographers, translators, and advertising platforms.

7.2       If SowiesoSocial involves third parties at the request of the Client or enters into agreements with third parties on behalf of the Client, this is done at the expense and risk of the Client. In such case, SowiesoSocial is only liable for the careful selection of those third parties.

7.3       The applicability of Section 7:404, Section 7:407 paragraph 2, and Section 7:409 of the Dutch Civil Code is expressly excluded.

Article 8.  Media Budgets and Advertising Costs

8.1       If SowiesoSocial purchases advertising space on external platforms (such as Meta, Google, LinkedIn, or TikTok) on instructions of the Client, the agreed Media Budget will apply as a maximum unless the Client authorizes a higher amount in writing.

8.2       Unless otherwise agreed, Media Budgets will be invoiced in advance and must be paid by the Client before purchasing commences. SowiesoSocial is not obliged to pre-finance advertising costs.

8.3       The actual costs charged by the platforms may differ from the projected amounts due to fluctuations in auction prices, exchange rates, and platform fees. Differences will be passed on or credited to the Client accordingly.

8.4       SowiesoSocial is not liable for damage resulting from the suspension, restriction, or termination of advertising accounts or campaigns by third-party platforms, nor for changes in the algorithms, policies, or rates of those platforms.

8.5       Unless agreed otherwise in writing, advertising and channel accounts (such as Meta Business, Google Ads, and LinkedIn Ads) remain the property of the Client. SowiesoSocial obtains access for the duration of the Agreement and acts within the rights granted by the Client.

Article 9.  Results and Guarantees

9.1       SowiesoSocial makes effort to perform the agreed Services properly, but does not guarantee specific commercial, marketing, or communication results, including reach, impressions, clicks, conversions, followers, engagement, or revenue, unless explicitly agreed upon in writing.

9.2       Results are also dependent on factors outside the sphere of influence of SowiesoSocial, including market conditions, the policies and algorithms of platforms, the quality of materials supplied by the Client, and the behavior of end-users.

Article 10.  Prices and Rates

10.1     All prices and rates applied by SowiesoSocial are in euros and exclude VAT, travel and accommodation expenses, third-party costs, and other additional costs, unless explicitly stated otherwise.

10.2     SowiesoSocial is entitled to adjust its rates annually as of 1 January in line with wage and cost developments, amongst others based on the CBS Services Producer Price Index. Rate changes will be announced in writing in a timely manner.

10.3     If cost-increasing circumstances arise after the conclusion of the Agreement that cannot be attributed to SowiesoSocial, SowiesoSocial is entitled to adjust the agreed price accordingly.

Article 11.  Invoicing and Payment

11.1     Invoices from SowiesoSocial must be paid within fourteen (14) days from the invoice date into the account specified on the invoice, without any deduction, discount, or set-off.

11.2     For long-term or ongoing agreements, SowiesoSocial is entitled to invoice monthly. Media budgets are invoiced in advance.

11.3     SowiesoSocial is entitled to require a down payment or advance payment, particularly for larger productions and orders from new clients.

11.4     If the payment term is exceeded, the Client is in default by operation of law. From that moment, the Client owes statutory commercial interest as well as extrajudicial collection costs in accordance with the Dutch Collection Costs Act.

11.5     Any dispute regarding an invoice must be submitted in writing and with reasons within fourteen (14) days of the invoice date, failing which the invoice is deemed accepted. Disputation does not suspend the payment obligation for the undisputed part.

11.6     SowiesoSocial is entitled to suspend its activities as long as the Client is in default of any payment obligation, without becoming liable to pay damages to the Client.

Article 12.  Intellectual Property

12.1     All intellectual property rights in Materials produced by SowiesoSocial rest with SowiesoSocial or its licensors, unless agreed otherwise in writing.

12.2     Upon full payment of the agreed fee, the Client obtains a non-exclusive, non-transferable right of use for the Materials for the agreed purpose and medium. Expansion of the use to other purposes or media is only permitted after written approval from SowiesoSocial and against a fee to be agreed upon.

12.3     Concepts, proposals, sketches, presentations, and non-selected designs remain the property of SowiesoSocial and may not be realized independently by the Client or by third parties without prior written consent and appropriate compensation.

12.4     SowiesoSocial reserves the moral rights in Materials produced by it in accordance with Section 25 of the Dutch Copyright Act. The Client will not modify or distort the Materials in a way that could damage the reputation of SowiesoSocial or the creator.

12.5     Any transfer of copyright or other intellectual property rights must be explicitly agreed upon in writing against an additional cost to be determined.

Article 13.  Imagery, Stock, and Music Material

13.1     If image, stock, or music material from third parties is used for the execution of the Agreement, the licence conditions of the respective right holders will apply. The associated costs are borne by the Client, unless explicitly included in the price.

13.2     The Client is responsible for complying with the licence conditions for continued use after termination of the Agreement, including extension or repurchase of licences.

Article 14.  Confidentiality

14.1     The parties are obliged to maintain the confidentiality of all confidential information obtained from each other within the framework of the Agreement. Information is deemed confidential if notified by the other party or if this follows from the nature of the information.

14.2     SowiesoSocial is entitled to share confidential information with third parties engaged by it, to the extent necessary for the execution of the Agreement and under an appropriate confidentiality obligation.

Article 15.  Processing of Personal Data

15.1     To the extent that SowiesoSocial processes personal data on behalf of the Client within the framework of the Agreement, SowiesoSocial acts as a processor within the meaning of the General Data Protection Regulation. In that case, the parties will enter into a data processing agreement in accordance with Article 28 GDPR.

15.2     For processing operations for which SowiesoSocial is the data controller, SowiesoSocial refers to its privacy statement at www.sowiesosocial.nl.

15.3     The Client indemnifies SowiesoSocial against claims from third parties resulting from incorrect or unlawful provision of personal data by the Client to SowiesoSocial.

Article 16.  Complaints

16.1     Complaints about the work performed or the Materials delivered must be reported by the Client to SowiesoSocial in writing and in as much detail as possible within fourteen (14) days of discovery, but at the latest within thirty (30) days of completion of the work concerned.

16.2     If a complaint is justified, SowiesoSocial will perform the work properly after all, or — if this is reasonably no longer possible — apply a price correction.

16.3     If the Client does not complain within the period mentioned in 16.1, all their rights and claims in this regard will lapse.

Article 17.  Liability

17.1     The liability of SowiesoSocial for imputable failure to perform the Agreement is limited to compensation for direct damage up to a maximum of the amount paid by the Client to SowiesoSocial in the six (6) months prior to the damage-causing event within the framework of the Agreement concerned, excluding Media Budgets and VAT.

17.2     In no case will the total liability of SowiesoSocial exceed the amount paid out by its liability insurer in the given case.

17.3     Liability for indirect damage, including consequential damage, lost profits, lost savings, diminished goodwill, damage to reputation, business interruption loss, missed orders, loss or corruption of data, as well as damage resulting from algorithmic or policy changes of advertising platforms, is explicitly excluded.

17.4     The limitations included in this article do not apply if the damage is the result of intent or deliberate recklessness by the management of SowiesoSocial.

17.5     Any claim against SowiesoSocial will lapse by the mere passage of twelve (12) months after the claim arose.

17.6     The Client indemnifies SowiesoSocial against claims from third parties regarding damage related to data or materials supplied by the Client, the content of publications approved by the Client, or the use of Materials outside the agreed purpose or medium.

Article 18.  Force Majeure

18.1     In case of force majeure, SowiesoSocial is entitled to suspend execution of the Agreement or to dissolve the Agreement, without being obliged to pay any compensation.

18.2     Force majeure includes: failures or breakdown of internet, telecommunication or advertising platforms; cyberattacks; illness or absence of personnel; failures of suppliers; pandemics; government measures; war and other circumstances outside the will or control of SowiesoSocial.

Article 19.  Cancellation and Termination

19.1     Fixed-term Agreements terminate by operation of law upon expiry of the agreed period and cannot be terminated prematurely, unless agreed otherwise.

19.2     Indefinite-term Agreements may be terminated in writing by either party subject to a notice period of two (2) months, unless agreed otherwise.

19.3     Both parties are entitled to dissolve the Agreement with immediate effect if the other party is in suspension of payments or bankruptcy, or in case of an imputable breach that has not been remedied within a reasonable period after notice of default.

19.4     In the event of early termination by the Client, other than due to an imputable failure of SowiesoSocial, the Client is obliged to pay for the work performed up to that moment, costs incurred, and obligations towards third parties that can reasonably no longer be cancelled.

Article 20.  Non-Solicitation of Personnel

20.1     The Client will not employ or otherwise engage staff members or freelancers hired by SowiesoSocial during the term of the Agreement and for twelve (12) months after the termination thereof, other than with prior written consent from SowiesoSocial.

Article 21.  Attribution and Portfolio

21.1     SowiesoSocial is entitled to attribute (or have attributed) its name to the Materials produced by it, in a manner customary within its industry.

21.2     SowiesoSocial is entitled to use the Materials produced for the Client, as well as the name and logo of the Client, for its own promotion and in its portfolio, unless the Client has demonstrably compelling objections against this.

Article 22.  Applicable Law and Disputes

22.1     All Agreements to which these terms and conditions apply are exclusively governed by Dutch law.

22.2     All disputes arising from or related to the Agreement will be brought exclusively before the competent court in the district of Amsterdam, unless mandatory legal provisions dictate otherwise.

Article 23.  Final Provisions

23.1     SowiesoSocial is entitled to modify these terms and conditions. Modifications do not apply to Agreements already concluded.

23.2     The most recent version of these terms and conditions can be consulted via www.sowiesosocial.nl and will be sent free of charge upon request.

23.3     If these terms and conditions are available in multiple languages, the Dutch text will be decisive in case of differences in interpretation.

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