Article 1 - General
1.1 EJAU Holding B.V. is a Dutch limited liability company, registered at the chamber of commerce with number: 56536259 (hereinafter called: EwoudUphof.com).
1.2 These general terms and conditions (hereinafter called: T&C) are applicable to all offers, contracts and other legal relationships with EwoudUphof.com with a counterparty (hereinafter called: Client). In case of inconsistency between a provision of these T&C and any agreement, the provision of the T&C will prevail, unless explicitly stated otherwise in the agreement.
Article 2 - Agreement
2.1 EwoudUphof.com will work with Client based on the agreement that is closed in writing, at which point the T&C are applicable. If the Client starts to perform without first having received the relevant confirmation in writing, Client will do so entirely at its own expense and risk.
2.2 EwoudUphof.com works based on the information supplied by the Client and relies on the accuracy and completeness of the information supplied by the Client for the performance of his services. Consequences for supplying incorrect or incomplete information are the sole responsibility and risk of the Client. EwoudUphof.com is allowed to suspend the activities based on inaccurate, incomplete or untimely given information which is reasonably necessary for the execution of the agreement.
2.3 If any provision of these T&C is or becomes invalid or non-binding, the Parties will remain bound by all other provisions hereof. In that event, the Parties will replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of such provision and these T&C.
Article 3 - Execution and termination
3.1 EwoudUphof.com will provide business consultancy and growth advice as described in the agreement to the best of his knowledge and abilities.
3.2 Our pricing includes 3 feedback rounds on the work EwoudUphof.com delivers to Client. Client commits to giving complete and accurate feedback on the work provided by EwoudUphof.com.
3.2 EwoudUphof.com works exclusively based on a best effort obligation, unless explicitly stated otherwise in the agreement. EwoudUphof.com will give his best effort to execute the agreement but is depending on the efforts of the Client for the results and therefore will never give any guarantee on the outcome of the set objectives.
3.3. Client is not entitled to an early termination of an agreement which has been entered into for a fixed period.
3.4 Contracts for an indefinite period of time may be terminated on a three month (3) notice.
3.5 Notwithstanding EwoudUphof.com’s other rights and remedies, Parties have the right to terminate (ontbinden) the Agreement in whole or in part, by giving written notice with immediate effect if any action or proceedings under any bankruptcy or insolvency law are taken against the other Party, either by that Party itself or by a third party.
3.6 EwoudUphof.com is allowed to subcontract third parties for the execution of the agreement. EwoudUphof.com commits to subcontracting only parties that are at the level of proficiency and care that may reasonably be expected. EwoudUphof.com is not liable for faults in the execution of the agreement by third parties, unless there is wilful intent and/or gross negligence on the side of EwoudUphof.com.
Article 4 – Prices and invoices
4.1 Proposals are valid for 30 days from the sending date. Prices may increase in renewed proposals.
4.2 Prices include only the provided work and exclude essential marketing software. Client hereby expressly consents to the fact that i) these tools are necessary for the work provided by EwoudUphof.com, and ii) the costs for these tools are paid for by Client.
4.3 If Client requests work outside of the proposal sent by EwoudUphof.com, e.g. 'extra work', this is charged on an hourly basis with a price of €250 ex VAT per hour, unless otherwise agreed.
4.4 Prices can either be per product or retainer based and are agreed upon in the agreement and are excluding VAT.
4.5 EwoudUphof.com invoices at the commencement of an agreement or on the first day of the month prior to the work.
4.6 EwoudUphof.com has the right to alter the hourly rate. In case the rate is increased by more than 8% or the rates increase within three months after closing this agreement, the Client has the right to cancel the agreement.
4.7 Payment will be made within thirty (30) days after the invoice date to EwoudUphof.com’s bank account as listed on the invoice. From day thirty one (31) the Dutch statutory rate will apply (wettelijke handelsrente). Objections to the invoice must be made within the term of payment and do not suspend the payment obligations.
4.8 EwoudUphof.com is allowed to suspend execution of the agreement if the payment is not done in accordance with article 4.6. If EwoudUphof.com has reasonable doubt as to whether the payment will be done, EwoudUphof.com is allowed to a) ask for an advance on the invoice, b) suspend execution of the agreement, and/or c) cancel an assignment.
4.9 No liberating payments may be made to persons employed by EwoudUphof.com and/or third parties who are not expressly authorised thereto. Any right to set off (verrekening) by the Client is excluded.
Article 5 - Exclusivity & Competition
5.1 The Client hereby expressly consents to the fact that EwoudUphof.com may perform activities on behalf of competing businesses.
2. In compliance with EwoudUphof.com’s interests, it is allowed for EwoudUphof.com to work for parties competing with Client for the duration of this Agreement.
Article 6 – Case study and socials
6.1 EwoudUphof.com is allowed to use the execution of the agreement as a case study for growth, learning and marketing purposes.
6.2 All participation in online products may be recorded and/or used as a product for growth, learning and marketing purposes.
6.3 By signing the agreement and accepting these T&C, Client explicitly agrees that all input given in the execution of the agreement may be processed and/or used to enhance EwoudUphof.coms services and to serve as growth, learning and marketing tools.
6.4. Client agrees to let EwoudUphof.com use their name and logo in positive and supporting expressions on social media, unless otherwise agreed upon in writing.
Article 7 – Liability
7.1 The maximum aggregate liability of EwoudUphof.com to the Client for all claims arising out of or in connection with this agreement (inclusive of interest and legal and other costs) whether in contract, tort, negligence, breach of statutory duty or otherwise arising out of or in connection with this agreement, the provision of the services (including any delay in providing or failure to supply the services) or their use by the Client will not exceed the amount that is indemnified by the insurer of EwoudUphof.com.
7.2 If the insurer does not pay out, or if the damage is not covered by the insurer, then EwoudUphof.coms liability will be limited to the sum equal to the aggregate fees received by EwoudUphof.com under this agreement.
7.3 Claims for liability have to be made within fourteen (14) days after the damage came into existence, in absence of which liability is excluded.
7.4 Parties will take all reasonable measures to be expected in order to prevent further damages and/or limit existing damages.
Article 8 – Remaining terms
8.1 EwoudUphof.com maintains all the rights to intellectual property relating to his company, logo, existing work and work that is constructed during an assignment.
8.2 Client is allowed to use the name and logo of EwoudUphof.com in positive expressions on social media. In case of doubt, Client will ask permission from EwoudUphof.com.
8.3 Client is obliged to maintain confidentiality regarding information that can reasonably be considered confidential.
8.4 Information and consultation may be uniquely designed for the Client and may not be imitated for commercial purposes.
8.6 EwoudUphof.com has the right to change these T&C unilaterally. EwoudUphof.com will inform the Client in case of unilateral changes and will give notice at least one month before the changes will be implemented.
Article 9 – Non-sollicitation
9.1 Client hereby agrees that, during the term of an Agreement with EwoudUphof.com and for a period of two (2) years thereafter, Client will not, directly or indirectly, individually or on behalf of or in conjunction with any person or entity other than EwoudUphof.com or any of its affiliates, solicit, induce, recruit or encourage, whether directly or indirectly, any individual who is employed by or working for the EwoudUphof.com, its affiliates to leave his or her employment or service with EwoudUphof.com or its affiliates, or offer to employ or work with any individual who is employed by or working for any such company.
For the purposes of this section, an individual who is employed by or working for EwoudUphof.com or its affiliates shall be deemed to be an individual who is employed by or working for any such company while employed by or working for any such company and for a period of 60 days thereafter.
For the purposes of this section, employees of Replicable B.V. and freelancers EwoudUphof.com has an agreement with are part of the non-sollicitation.
Article 10 – Complaints
10.1 In case of complaints about the services rendered by EwoudUphof.com, Client is obliged to notify EwoudUphof.com in writing within five (5) days after the complaint has occurred. EwoudUphof.com will respond to this complaint in writing within fourteen (14) days. Both parties have a responsibility to find a suitable solution.
Article 11 - Applicable law and forum choice
11.1 On all agreements with EwoudUphof.com Dutch law is applicable. In case of dispute between the Dutch and English version of these T&C, the Dutch version will be applicable.
11.2 If disputes cannot be amicably settled, the parties irrevocably agree that the Dutch courts in Amsterdam have exclusive jurisdiction to settle any disputes (including any non-contractual disputes) which may arise out of or in connection with this agreement.