Terms & Conditions

Email: contact@mark-eting.co
Website: www.mark-eting.co

Article 1 - Definitions

• Mark-eting: Mark-eting B.V., established in Heerenveen, Chamber of Commerce no. 91237963.
• Customer: the party which Mark-eting has entered into an agreement with.
• Parties: Mark-eting and customer together.

Article 2 - Applicability

• These terms and conditions will apply to all quotations, offers, activities, orders, agreements and deliveries of services or products by or on behalf of Mark-eting.
• The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of the customer or of third parties.

Article 3 - Offers and quotations

• Offers and quotations from Mark-eting are without engagement, unless expressly stated otherwise.
• An offer or quotation is valid for a maximum period of 2 weeks from its date, unless another acceptance period is stated in the offer or quotation.
• If the customer does not accept an offer or quotation within the applicable time frame, the offer or quotation will lapse.
• Offers and quotations do not apply to repeated orders, unless the parties have agreed upon this explicitly and in writing.

Article 4 - Acceptance

• Upon acceptance of a quotation or offer without engagement, Mark-eting reserves the right to withdraw the quotation or offer within 3 days after receipt of the acceptance, without any obligations towards the customer.
• Verbal acceptance of the customer only commits Mark-eting after the customer has confirmed this in writing (or electronically).

Article 5 - Prices

• All prices used by Mark-eting are in euros, are exclusive of VAT and exclusive of any other costs such as administration costs, levies and travel-, shipping- or transport expenses, unless expressly stated otherwise or agreed otherwise.
• Mark-eting is entitled to adjust all prices for its products or services, shown in its shop, on its website or otherwise, at any time.
• The parties agree on a total price for a service provided by Mark-eting. This is always a target price, unless the parties have explicitly agreed upon in writing on a fixed price, which cannot be deviated from.
• Mark-eting is entitled to deviate up to 10% of the target price.
• If the target price is expected to be exceeded by more than 10%, Mark-eting will inform the customer of the deviation before invoicing.
• If the target price exceeds 10%, the customer has the right to cancel the part of the order that exceeds the target price by 10%.
• Mark-eting has the right to adjust prices annually.
• Mark-eting will communicate price adjustments to the customer prior to the moment the price increase becomes effective.

Article 6 - Payments and payment term

• Mark-eting may, at the conclusion of the agreement, require a down payment of up to 50% of the agreed amount.
• The customer must have paid the full amount within 14 days, after delivery.
• Payment terms are considered as fatal payment terms. This means that if the customer has not paid the agreed amount at the latest on the last day of the payment term, he is legally in default, without Mark-eting having to send the customer a reminder or to put him in default.
• Mark-eting reserves the right to make a delivery conditional upon immediate payment or to require adequate security for the total amount of the services or products.

Article 7 - Consequences of late payment

• If the customer does not pay within the agreed term, Mark-eting is entitled to charge the statutory commercial interest rate (wettelijke handelsrente) as defined in Article 6:119a of the Dutch Civil Code from the day the customer is in default, whereby a part of a month is counted for a whole month.
• When the customer is in default, he is also due to extrajudicial collection costs and may be obliged to pay any compensation to Mark-eting.
• The collection costs are calculated on the basis of the Reimbursement for extrajudicial collection costs.
• If the customer does not pay on time, Mark-eting may suspend its obligations until the customer has met his payment obligation.
• In the event of liquidation, bankruptcy, attachment or suspension of payment on behalf of the customer, the claims of Mark-eting on the customer are immediately due and payable.
• If the customer refuses to cooperate with the performance of the agreement by Mark-eting, he is still obliged to pay the agreed price to Mark-eting.

Article 8 - Suspension of obligations by the customer

The customer waives the right to suspend the fulfillment of any obligation arising from this agreement.

Article 9 - Settlement

The customer waives his right to settle any debt to Mark-eting with any claim on Mark-eting.

Article 10 - Guarantee

• All services are best-effort obligations only.
• Mark-eting does not guarantee specific results such as revenue, profit, leads, rankings, impressions, clicks, or conversions.
• Mark-eting is not responsible for changes in algorithms, platform policies, account suspensions, or third-party software failures.
• The Customer remains fully responsible for pricing, product quality, legal compliance, and internal sales performance.

Article 11 - Performance of the agreement

• Mark-eting executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
• Mark-eting has the right to have the agreed services (partially) performed by third parties, including freelancers and subcontractors.
• The execution of the agreement takes place in mutual consultation and after written agreement and payment of the possibly agreed advance by the customer.
• It is the responsibility of the customer that Mark-eting can start the implementation of the agreement on time.
• If the customer has not ensured that Mark-eting can start the implementation of the agreement in time, the resulting additional costs and/or extra hours will be charged to the customer.

Article 12 - Duty to inform by the customer

• The customer shall make available to Mark-eting all information, data and documents relevant to the correct execution of the agreement in time and in the desired format and manner.
• The customer guarantees the correctness, completeness and reliability of the information, data and documents made available, even if they originate from third parties, unless otherwise ensuing from the nature of the agreement.
• If and insofar as the customer requests this, Mark-eting will return the relevant documents, provided all outstanding invoices have been paid in full.
• If the customer does not timely and properly provide the information, data or documents reasonably required by Mark-eting and the execution of the agreement is delayed because of this, the resulting additional costs and extra hours will be charged to the customer.

Article 13 - Privacy

Mark-eting processes personal data in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR). The Privacy Policy of Mark-eting is available at www.mark-eting.co/privacy.

Article 14 - Duration of the service agreement

• The agreement between Mark-eting and the customer is entered into for an indefinite period of time, unless it results otherwise from the nature of the agreement or the parties have expressly agreed otherwise in writing.
• If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended contract at the end of the term, unless 1 of the parties terminates the contract with due observance of a notice period of 2 month(s), causing the agreement to end at the end of the fixed term.
• If the parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, the customer must give Mark-eting a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.

Article 15 - Cancellation of the contract for an indefinite period of time

The customer can terminate an agreement that has been concluded for an indefinite period at any time with due observance of a notice period of 2 months.

Article 16 - Intellectual property

• Mark-eting retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc., unless parties have agreed otherwise in writing.
• Upon full payment of all amounts due under the agreement, the customer receives a non-exclusive, non-transferable license to use the deliverables created specifically for the customer for their intended purpose. This license does not include the right to modify, adapt, or create derivative works without prior written consent from Mark-eting.
• Full transfer of intellectual property rights to the customer requires a separate written agreement and payment of additional fees.
• Mark-eting retains the right to use general knowledge, techniques, ideas, concepts, and experience gained during the execution of the agreement for other purposes, provided that no confidential information of the customer is disclosed.
• The customer may not copy or have copied the intellectual property rights without prior written permission from Mark-eting, nor show them to third parties and/or make them available or use them in any other way, except as expressly permitted under the license granted in this article.

Article 17 - Confidentiality

• The customer keeps any information he receives (in whatever form) from Mark-eting confidential.
• The same applies to all other information concerning Mark-eting of which he knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to Mark-eting.
• The customer takes all necessary measures to ensure that he keeps the information referred to in paragraphs 1 and 2 secret.
• The obligation of secrecy described in this article does not apply to information:
  • which was already made public before the customer heard this information or which later became public without being the result of a violation of the customer's duty to confidentiality
  • which is made public by the customer due to a legal obligation
• The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after the end thereof.

Article 18 - Penalties

If the customer violates any obligation under these general terms and conditions relating to confidentiality and/or intellectual property, including but not limited to:

• the unauthorized use, disclosure or distribution of confidential information;
• the unauthorized use, reproduction, distribution or exploitation of intellectual property;
• the unauthorized use of client data, business methods, campaign strategies, creative concepts, databases, software, AI-related outputs or marketing materials;
• breaches caused by employees, contractors, agents or third parties engaged by the customer,

the customer shall forfeit to Mark-eting an immediately due and payable penalty of €5,000 per violation, without any notice of default being required.

• In addition to the penalty referred to in paragraph 1, the customer shall forfeit a penalty of €500 for each calendar day that the violation continues, with a maximum total penalty of €50,000 per violation.
• The customer acknowledges that these penalties constitute a reasonable and proportionate estimation of the damages and risks suffered by Mark-eting, taking into account the nature of its business and the difficulty of calculating actual damages.
• The forfeiture of the penalties referred to in this article shall not affect the right of Mark-eting to claim full compensation for damages to the extent that such damages exceed the total amount of the penalties, nor any other rights of Mark-eting under the agreement or the law.
• No actual damage, prior notice of default or legal proceedings shall be required for the penalties referred to in this article to become due and payable.

Article 19 - Indemnity

The customer indemnifies Mark-eting against all third-party claims that are related to the products and/or services supplied by Mark-eting.

Article 20 - Complaints

• The customer must examine a product or service provided by Mark-eting as soon as possible for possible shortcomings.
• If a delivered product or service does not comply with what the customer could reasonably expect from the agreement, the customer must inform Mark-eting of this as soon as possible, but in any case within 1 month after the discovery of the shortcomings.
• The customer gives a detailed description as possible of the shortcomings, so that Mark-eting is able to respond adequately.
• The customer must demonstrate that the complaint relates to an agreement between the parties.
• If a complaint relates to ongoing work, this can in any case not lead to Mark-eting being forced to perform other work than has been agreed.

Article 21 - Giving notice

• The customer must provide any notice of default to Mark-eting in writing.
• It is the responsibility of the customer that a notice of default actually reaches Mark-eting (in time).

Article 22 - Joint and several Client liabilities

If Mark-eting enters into an agreement with several customers, each of them shall be jointly and severally liable for the full amounts due to Mark-eting under that agreement.

Article 23 - Liability of Mark-eting

• Mark-eting shall only be liable for any damage suffered by the customer if and insofar as such damage is the direct result of intent or gross negligence on the part of Mark-eting.
• If Mark-eting is liable for any damage, such liability shall be limited exclusively to direct damages that arise directly from the execution of the agreement.
• Mark-eting shall never be liable for indirect damages, including but not limited to:
  • consequential loss,
  • lost profit,
  • lost savings,
  • missed opportunities,
  • reputational damage,
  • business interruption,
  • loss of turnover,
  • damage as a result of decisions taken by the customer based on advice from Mark-eting,
  • or damage to third parties.
• Mark-eting shall never be liable for any damage resulting from:
  • failures, errors, suspensions, bans or policy enforcement by third-party platforms (including but not limited to advertising platforms, hosting providers, analytics tools, email providers, payment processors or social media platforms);
  • cyber incidents, hacking, malware, phishing, data breaches or loss of data;
  • malfunctioning of software, APIs or external IT systems;
  • inaccurate, incomplete, unlawful or infringing materials supplied by or on behalf of the customer.
• The customer guarantees that all materials, data, content and instructions supplied to Mark-eting are lawful and do not infringe any third-party rights. The customer indemnifies Mark-eting fully against all claims, damages and costs resulting from any breach of this warranty.
• Advice, strategies, forecasts, campaign estimates and recommendations provided by Mark-eting are given without any guarantee of result and are followed entirely at the customer's own commercial risk.
• If Mark-eting is liable for any damage, such liability shall in all cases be limited to the amount paid out under Mark-eting's professional liability insurance. If no insurance payment is made, liability shall be limited to the net invoice value (excluding VAT) of the specific agreement to which the liability relates.
• All images, photos, colors, drawings, descriptions, mock-ups and specifications provided by Mark-eting on its website, in proposals or in catalogs are indicative only, and may not give rise to any right to compensation, dissolution or suspension of obligations.
• The limitations of liability contained in this article shall remain in full force after termination or dissolution of the agreement, regardless of the cause thereof.

Article 24 - Expiry period

Every right of the customer to compensation from Mark-eting shall, in any case, expire within 12 months after the event from which the liability arises directly or indirectly. This does not exclude the provisions in article 6:89 Civil Code.

Article 25 - Dissolution

• The customer has the right to dissolve the agreement if Mark-eting imputably fails in the fulfillment of his obligations, unless this shortcoming does not justify termination due to its special nature or because it is of minor significance.
• If the fulfillment of the obligations by Mark-eting is not permanent or temporarily impossible, dissolution can only take place after Mark-eting is in default.
• Mark-eting has the right to dissolve the agreement with the customer, if the customer does not fully or timely fulfill his obligations under the agreement, or if circumstances give Mark-eting good grounds to fear that the customer will not be able to fulfill his obligations properly.

Article 26 - Force majeure

• In addition to the provisions of article 6:75 Civil Code, a shortcoming of Mark-eting in the fulfillment of any obligation to the customer cannot be attributed to Mark-eting in any situation independent of the will of Mark-eting, when the fulfillment of its obligations towards the customer is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from Mark-eting.
• The force majeure situation referred to in paragraph 1 is also applicable - but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
• If a situation of force majeure arises as a result of which Mark-eting cannot fulfill one or more obligations towards the customer, these obligations will be suspended until Mark-eting can comply with it.
• From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve the agreement in writing in whole or in part.
• Mark-eting does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.

Article 27 - Modification of the agreement

If, after the conclusion of the agreement and before its implementation, it appears necessary to change or supplement its contents, the parties shall timely and in mutual consultation adjust the agreement accordingly.

Article 28 - Changes in the general terms and conditions

• Mark-eting is entitled to amend or supplement these general terms and conditions.
• Changes of minor importance can be made at any time.

Article 29 - Transfer of rights

The customer cannot transfer its rights deriving from an agreement with Mark-eting to third parties without the prior written consent of Mark-eting.

Article 30 - Consequences of nullity or annullability

• If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these terms and conditions.
• A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what Mark-eting had in mind when drafting the conditions on that issue.

Article 31 - Applicable law and competent court

• Dutch law is exclusively applicable to all agreements between the parties.
• All disputes arising from or related to these agreements shall be submitted exclusively to the competent court of Amsterdam, The Netherlands.