General terms and conditions for Buzzlytics B.V.

I GENERAL TERMS AND CONDITIONS

1. DEFINITIONS
1.1 General Terms and Conditions (GTC): these terms and conditions;
1.2 Contractor: Buzzlytics B.V., also operating under the name “Schmidt communicatie,” registered in the Commercial Register under number 78447380;
1.3 Client: the natural person or legal entity that has commissioned the Contractor to perform work;
1.4 Work: all work for which an assignment has been given or that is performed or is to be performed by the Contractor because it is directly related to the assignment provided by the Client;
1.5 Agreement: the agreement or engagement for the provision of services, which is always an obligation to use best efforts, unless expressly agreed otherwise in writing between the Contractor and the Client.

2. APPLICABILITY AND INTERPRETATION
2.1 These Terms and Conditions apply to and form part of every (legal) act related to the preparation, formation, or performance of the agreement between the parties;
2.2 These Terms and Conditions also apply to all work performed by the Contractor on behalf of the Client and to all agreements the Contractor enters into with Clients, including any follow-up, amended, or supplementary assignments. In addition to the Contractor, persons who are or will be directly or indirectly involved in the provision of services by the Contractor—including third parties or the Contractor’s employees—may also invoke these General Terms and Conditions;
2.3 Deviations from these General Terms and Conditions are valid only if they have been expressly agreed upon in writing between the parties;
2.4 The applicability of the Client’s purchasing terms or other terms and conditions is always rejected, unless the parties have expressly agreed otherwise in writing;
2.5 In the event of any conflict between different documents, the following order of precedence shall apply:
a: supplementary written agreements,
b: the concluded agreement,
c: these General Terms and Conditions;

3. FORMATION OF AGREEMENTS/ASSIGNMENTS
3.1 An assignment or agreement may be given verbally or in writing;
3.2 Evidence of an order includes, among other things, a written notification from the Client, a written order confirmation from the Contractor, and, in the case of a verbal order, the Client’s acknowledgment that the Contractor has commenced work, provided that the Client does not immediately object to this in writing;

4. OFFERS/QUOTES, FEES, AND PAYMENT
4.1 An offer made by the Contractor is non-binding, unless the offer expressly specifies a deadline for acceptance;
4.2 An offer is in any case deemed to have been accepted if the agreement is performed without objection;
4.3 The parties shall agree on a fee or compensation prior to the assignment or the agreement. The compensation or fee is calculated according to the Contractor’s standard (hourly) rates, is always exclusive of VAT, and will be invoiced in advance for a one-time assignment. Ongoing assignments are invoiced biweekly, unless otherwise agreed;
4.4 Payment must be made within 14 days of the invoice date, without any right to a discount, set-off, or suspension. If the Client fails to pay within this period, the Client shall be deemed to be in default by operation of law and shall therefore owe interest at a rate of 1% per month, unless the statutory interest rate is higher, in which case the statutory interest rate shall apply. This interest is calculated on the amount due from the moment of default until the moment of payment of the amount;
4.5 If the Contractor is compelled to take extrajudicial or judicial measures to collect its claim, all costs associated therewith shall be borne by the Client.

5. CONTRACT TERM; PERFORMANCE PERIOD
5.1 An assignment is deemed to have been awarded for a specific term or period, unless it has been expressly agreed in writing, or it follows from the nature of the assignment, that it has been awarded for an indefinite term or for an indefinite period;
5.2 If, within the term of the agreement, a deadline has been agreed upon for the completion of certain work, this shall never constitute a strict deadline. If the delivery deadline is exceeded, the Client must give the Contractor written notice of default.

6. PERFORMANCE OF THE ASSIGNMENT
6.1 The Contractor shall perform the assignment/agreement to the best of its knowledge and ability. The Contractor shall determine the manner in which the assignment is performed, taking into account the requirements specified by the Client, to the extent that such requirements are feasible, reasonable, and fair within the scope of the assignment. Third parties may not derive any rights from this. The Client shall indemnify the Contractor against any claims by third parties in this regard;
6.2 The Contractor has the right to have certain work under the assignment performed by third parties designated by the Contractor;
6.3 The Client shall at all times provide the Contractor with timely and complete information relevant to the performance of the assignment. The Client guarantees the accuracy and completeness of this information, even if it originates from third parties;
6.4 If the information required for the performance of the assignment is not provided to the Contractor in a timely manner, the Contractor has the right to suspend the performance of the agreement or assignment and/or to charge the Client for the (additional) costs resulting from the delay to the Client at the usual rates;
6.5 If it has been agreed that the assignment will be carried out in phases, the Contractor may suspend the performance of those parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing;
6.6 If, in the context of the assignment, work is performed by the Contractor or by third parties engaged by the Contractor at the Client’s location or a location designated by the Client, the Client shall provide, free of charge, the facilities reasonably required by such employees;
6.7 The Contractor shall not be liable for any damage, of whatever nature, if the Contractor has relied on incorrect or incomplete information provided by the Client.

7. CHANGES TO THE ASSIGNMENT/AGREEMENT
7.1 If, during the performance of the assignment, it becomes apparent that it is necessary for proper performance to modify or supplement the work to be performed, the parties shall amend the assignment in a timely manner and by mutual agreement. The completion date may be affected by such a modification or addition;
7.2 If the aforementioned modification or addition has financial and/or qualitative consequences, the Contractor shall inform the Client of this in advance, including any additional costs and any exceeding of the initially agreed fee and/or delivery deadline;
7.3 In the event of a change or addition, the Contractor may charge the Client for any additional costs and any excess over the initially agreed-upon rate and/or delivery deadline only, if the change or addition results from circumstances that cannot be attributed to the Contractor.

8. CONFIDENTIALITY/PRIVACY
8.1 Except as required by law to disclose information, the Contractor is is obligated to maintain confidentiality toward third parties not involved in the performance of the assignment with respect to all information of a confidential nature provided to it by the Client and to any results obtained from the processing or handling thereof;
8.2 The Parties may state in their communications—such as on a website, in a newsletter, or on social media—that they are carrying out assignments with and for each other and are collaborating in that capacity;
8.3 The Contractor may use data obtained for comparative or statistical purposes, provided that such data cannot be traced back to individual Clients or participants of Clients. Except as provided in the preceding sentence, the Contractor is not authorized to use the confidential information for any purpose other than that for which it was provided;
8.4 To make optimal use of the Contractor’s services, the Client or a participant of the Client may register via the registration form on the website. Registration requires a valid email address, a company name, and a phone number for the Client or the Client’s participant;
8.5 The Client and/or its participant must keep its login credentials—username and password—strictly confidential. The Contractor is not liable for any misuse of the login credentials and may always assume that a Client or its participant logging in to the Contractor’s website is in fact that Client or participant. All activities conducted through the Client’s or its participant’s account are the responsibility and risk of the Client or participant and not of the Contractor;
8.6 If the Client or participant knows or suspects that their login credentials have fallen into the hands of unauthorized persons, they must change their password as soon as possible and/or notify the Contractor so that the Contractor can take appropriate measures;
8.7 The Contractor processes the Client’s/participant’s personal data in accordance with the privacy statement published on the website.

9. INTELLECTUAL PROPERTY
9.1 The Contractor reserves all rights to intellectual property that the Contractor uses or has used in connection with the performance of the assignment;
9.2 The Client is prohibited, without the Contractor’s prior written consent, from (or have them) reproduced, disclosed, exploited, or made available to third parties, under penalty of a fine of €2,500 per violation and €250 for each day that such violation continues.

10. COMPLAINTS, CLAIMS
Complaints regarding the work performed must be reported in writing by the Client to the Contractor no later than 8 business days after discovery, but no later than 30 business days after completion of the work in question, in such a manner that the Contractor, based on the information thus received from the Client, is able to respond adequately to these complaints; failing which, the Client’s rights in this regard shall lapse. Complaints do not suspend the Client’s payment obligations.

11. LIABILITY
11.1 Any liability of the Contractor and the persons referred to in Article 2.2 of these Terms and Conditions, for damages arising from or related to an attributable breach or tort, or based on any other legal ground, is limited to no more than the amount paid out in the relevant case under the liability insurance policy taken out by the Contractor;
11.2 If and to the extent that the insurance referred to in Article 11.1 above does not provide coverage for any amount, the Contractor’s liability is limited to a maximum of the invoiced amount, or at least that portion of the assignment to which the liability relates. In the case of an assignment with a duration of more than six months, liability is further limited to the portion of the fee due for the last six months;
11.3 The Contractor shall not be liable for compensation for any damages if, at the time the event referred to in Article 11.1 of these General Terms and Conditions occurs, the Client is in default of any obligation toward the Contractor;
11.4 The Contractor is never liable for any business, consequential, or indirect damages;
11.5 If damage occurs for which the Contractor is liable, the Contractor shall at all times have the right to remedy such damage, if and to the extent possible;
11.6 The Contractor is not liable for damage to, loss of, or destruction of data during transport or transmission via, among other means, email, regardless of whether the transport or transmission is carried out by or on behalf of the Client, the Contractor, or third parties. The Contractor is also not liable for damage to or the loss of information and/or data, including the Client’s documents, that are in the Contractor’s possession;
11.7 Without prejudice to the provisions of Article 10 of these General Terms and Conditions, the Client’s claim for damages shall in any event lapse 12 months after the Client becomes aware of the damage, which arises directly or indirectly from an event or circumstance for which the Contractor is or could be liable.

12. TERMINATION
12.1 The Client and the Contractor may terminate this agreement at any time with one month’s notice, unless termination is contrary to the principles of reasonableness and fairness, and unless the termination concerns participation in one of Buzzlytics’ workshops, StoryBrand , or Schmidt Communication, in which case Article 16 of these Terms and Conditions applies in full;
12.2 If the Client terminates or cancels a fixed-term agreement with the Contractor before its expiration, the Client shall owe the Contractor a fixed compensation, which shall be equal to the remaining term of the Agreement concluded between the parties;
12.3 Notice of termination must be given to the other party in writing;
12.4 If the Contractor terminates the Agreement, it must do so by providing a statement of reasons. In that case, the Contractor is obligated to take all measures that are reasonably in the Client’s best interest under the given circumstances.

13. RIGHT TO SUSPEND PERFORMANCE
13.1 The Contractor has the right, prior to the commencement of the work and at any time thereafter, to suspend the performance of the work until such time as the Client has paid an advance on the fee for the work to be performed, determined in accordance with the principles of reasonableness and fairness;
13.2 The Contractor is authorized to suspend the fulfillment of its obligations, including the delivery of records, documents, or other items to the Client or to third parties, until the Client has fulfilled all of its obligations toward the Contractor.

14. FORCE MAJEURE
14.1 The parties are not obligated to fulfill any obligation if they are prevented from doing so as a result of a circumstance that is not attributable to their fault and for which they are not liable under the law, a legal act, or generally accepted commercial practice;
14.2 In these Terms and Conditions, “force majeure” is defined, in addition to what is understood in this regard under the law and case law, as all external causes, whether foreseeable or unforeseeable, over which the Contractor has no control and as a result of which it is unable to fulfill its obligations;
14.3 The Contractor is also entitled to invoke force majeure if the circumstance preventing (further) performance occurs after the Contractor was required to have fulfilled its obligations;
14.4 The parties may suspend their obligations under the agreement for the duration of the force majeure. If this period lasts longer than three months, either party is entitled to terminate the agreement without any obligation to compensate the other party for damages.

15. DISPUTES/COMPETENT COURT
15.1 All agreements between the Contractor and the Client are governed by Dutch law;
15.2 All disputes arising from agreements between the Contractor and the Client shall be settled by the competent court of the Midden Nederland District Court.

II ADDITIONAL PROVISIONS FOR THE 2-DAY MARKETING WORKSHOP AND CERTIFICATION

16. CANCELLATION POLICY FOR THE 2-DAY MARKETING WORKSHOP}
16.1 If, due to exceptional circumstances beyond the Client’s control, the Client is unable to participate in the Marketing Workshop, the Client is entitled to cancel participation up to 10 days prior to the start date. In this case, the Client shall owe 50% of the total agreed-upon participation fee.

17. LOCATION OF THE 2-DAY MARKETING WORKSHOP AND CERTIFICATION
17.1 In principle, the 2-day marketing workshop and certification will be held on-site. However, if this is not possible due to circumstances beyond the Contractor’s control, the 2-day marketing workshop and certification will be conducted online. This change will not affect the amount of the agreed-upon participation fee or participation.
17.2 Such circumstances include, but are not limited to, the threat of war, war, insurrection, acts of war, strikes, boycotts, operational disruptions, disruptions in traffic or transportation, disruptions in (data) networks, government measures, natural disasters, pandemic outbreaks, fire, nuclear reactions, equipment failure, and, in general, all circumstances under which, in all reasonableness and fairness, the Contractor cannot reasonably be expected to proceed on-site.

These T&Cs for Buzzlytics B.V. were prepared in August 2024.

+31 (0)33 466 93 90
info@buzzlytics.nl

Philipsstraat 6B, 3833 LC Leusden