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.

richard@sproutoutsolutions.com

User of these General Terms and Conditions.

Client: The natural person or legal entity that has concluded or wishes to conclude an agreement with SproutOut Solutions.

Parties: Refers collectively to the Client and Contractor.

Quotation: A document prepared by SproutOut Solutions that provides an indication of the costs associated with the provision of services.

Order (confirmation) or agreement: A document signed by the client or their authorised officer(s).

In writing: In writing or electronically (e-mail).

Article 2. Applicability

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

If these General Terms and Conditions apply to an Agreement between the Parties, they will also apply to future Agreements between the Parties.

Deviations from these General Terms and Conditions are only valid if they have been expressly agreed in writing.

The applicability of any purchasing conditions or other conditions of the Client is expressly rejected.

The Client's acceptance without comment and retention of a quotation or order confirmation on which reference is made to these conditions constitutes agreement to their application.

Article 3. Introduction / conclusion Agreement

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

During an initial appointment, the Contractor will inform the Client of the applicability of these General Terms and Conditions and the rates applied. These can also be viewed at www.sproutoutsolutions.com.

The Client will provide the Contractor with the information relevant to the service.

Article 4. Agreement

If an offer from the Contractor is accepted, the agreement will only be concluded after written confirmation from the Contractor, or at the time that the Contractor has started the implementation actions with the consent of the Client.

Notwithstanding paragraph 1, an Agreement can also be concluded if the oral agreements have been confirmed to the Client by email or otherwise electronically and have been agreed to by the Client.

All offers and quotations from the Contractor are without obligation unless they contain a term for acceptance. If a quotation or offer contains an offer without obligation and this offer is accepted by the Client, the Contractor has the right to revoke the offer within 2 working days after receipt of the acceptance.

The prices charged by the Contractor as well as the prices stated in the offers and quotations are exclusive of VAT and any costs. These costs may include travel costs, transport costs and declarations from third parties involved.

Images and descriptions on the website sproutoutsolutions.com, brochures, catalogues, drawings, models, specifications of colours, dimensions and weights as well as other data or descriptions are as accurate as possible, but are only indicative. No rights can be derived from this, unless the parties have expressly agreed otherwise in writing.

The Contractor will execute the agreement to the best of his knowledge and ability and in accordance with the requirements of good workmanship. For activities that involve an obligation to make an effort, the Contractor can never guarantee that the work will always achieve the result desired by the Client.

The Contractor is not liable for damage of any nature whatsoever because the Contractor relied on incorrect or incomplete information provided by the Client, unless this incorrectness or incompleteness should have been known to the Contractor.

If during the execution of the agreement it appears that it is necessary for proper execution to change or supplement the work to be performed, the parties will adjust the agreement accordingly in a timely manner and in mutual consultation.

The agreement is entered into for an indefinite period, unless the parties agree otherwise in writing.

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

The Contractor will report to the Client regularly, in writing or orally, during the term of the agreement about the progress and results of the work. Reporting takes place in accordance with the quotation or order confirmation. If no reporting method is specified, reporting will be in Dutch. If no reporting medium has been agreed, the Contractor will determine the medium used for this.

In the event of force majeure, the Contractor is entitled, without legal intervention, to either suspend the execution of the agreement or to dissolve the agreement, without being liable for any compensation. If the force majeure situation occurs when the agreement has been partially executed, the Client is obliged to fulfil its obligations towards the Contractor up to that time. All costs incurred by the Contractor up to that point will be immediately due and payable in full.

Circumstances in which force majeure will occur will include: war, riot, mobilisation, domestic and foreign unrest, government measures, strike and exclusion by workers, disruption of the currency ratios existing at the time the agreement was entered into, weather conditions, business disruptions due to fire, accident or other incidents and natural phenomena, regardless of whether these circumstances occur at the Contractor, its suppliers or third parties engaged by it for the execution of the obligation.

Termination: the Contractor is entitled to terminate the agreement in writing at any time.

Article 5. Search Engine Marketing

During the term of the agreement, the Client grants the Contractor the authority to conduct search engine marketing campaigns related to the search engines and other specified websites as indicated in writing.

The Client provides the Contractor with power of attorney to perform all actions deemed necessary by the Contractor in setting up and managing search engine marketing campaigns.

The Contractor will make the best possible effort to achieve optimal positioning in the agreed-upon search engines but does not commit to achieving any specific results. All statements by the Contractor regarding the potential results of the search engine marketing campaigns are therefore indicative in nature. The Client cannot derive any rights from these statements.

The costs charged by the search engines and/or other media operators related to the campaign(s) must be settled directly by the Client, without the involvement of the Contractor, with the respective search engine and/or media operator. The Contractor cannot be held responsible for the consequences of payment delays and deficits on the part of the Client.

The Client must adhere to the general terms and conditions, specific regulations, and editorial guidelines imposed by the agreed-upon search engines on advertisers. The Contractor is not responsible for the consequences of the Client's violation of these regulations.

Article 6. Rates

Proposals from the Contractor are based on the information provided by the Client, as well as the expected duration or time to be spent and the applicable rates. The Client and the Contractor may agree on a fixed fee or determine the fee afterward based on the actual hours spent. The parties will document the amount of the fixed fee or the applicable hourly rate in writing.

Amounts are exclusive of VAT unless otherwise indicated. Actions/services for which no fixed rate applies will be invoiced to the Client based on the time spent at the hourly rate.

If the Client wishes to terminate the agreement immediately and without cause, the Client is required to remit the fees and incurred expenses to the Contractor.

The Contractor is entitled to adjust the rates. Rate changes must be announced at least 1 month before they take effect.

Article 7. Invoice and Payment

Payment must be made within 14 days of the invoice date, unless otherwise agreed in writing, in the currency in which the invoice is issued. Objections to the amount of the invoices do not suspend the payment obligation.

At the end of each month, the Contractor will send an invoice to the Client for the agreed-upon services (number of hours for that month).

In the absence of timely payment, the Contractor is entitled to suspend the services immediately.

In case of delayed payment, the Client will receive a reminder with a request to pay within 14 days. If payment is not made by then, the Contractor is entitled to charge the Client statutory interest and extrajudicial costs in accordance with the law.

In the event of liquidation, bankruptcy, seizure, or suspension of payment by the Client, the claims of the Contractor against the Client become immediately due and payable.

Article 8. Confidentiality & Non-Disclosure

Both parties are obligated to maintain the confidentiality of all confidential information obtained from each other or from other sources in the context of the agreement. Information is considered confidential if disclosed by the other party or if it arises from the nature of the information.

Article 9. Liability

The Contractor will execute the Agreement to the best of their judgement and ability, and in accordance with the requirements of good craftsmanship. The Contractor has an obligation of effort and not an obligation of results, unless a clearly defined result is expressly agreed upon in writing.

The Contractor has secured insurance for business and professional liability. The Company shall not be held liable for any financial losses incurred by the client due to the implementation of its services unless the client can provide clear evidence of such losses based on data or other administrative documentation.

The Contractor is only liable for damages resulting from failures attributable to the Contractor in fulfilling obligations under the Agreement if the Contractor is in default in that regard. Liability for indirect damages is excluded. Liability for direct damages is limited to the amount paid by the insurer, plus any deductible.

The Contractor is in no way liable for damages suffered by the Client, such as those arising from errors in advice, materials, and/or automated files provided by the Contractor, the unavailability or untimeliness of its reports, the Client's failure to follow the advice provided by the Contractor, or disruptions in the electronic services of the Contractor and third parties, such as search engines, providers, network operators, or other telecommunication networks.

Article 10. Ownership of Reports and Deliverables

All reports, advice, evaluations, analytics, strategies, and optimizations produced by the Company shall remain its property until the client has made full payment for the services rendered.

Article 11. Complaints and Disputes

Complaints regarding the performed services must be reported in writing by the Client to the Contractor within 8 days of discovery, but no later than 14 days after the completion of the relevant services. The notice of default must contain a detailed description of the deficiency, enabling the Contractor to respond appropriately.

If a complaint is deemed valid, the Contractor will carry out the services as agreed upon, unless it has become demonstrably futile for the Client. The latter must be communicated in writing by the Client. It is essential to note that the Company will provide advisory services to the client and will carry out activities only with the explicit consent of the client. The client acknowledges and agrees that they have no entitlement to warranties related to the outcomes of the provided services.

If the reperformance of the agreed-upon services is no longer possible or meaningful, the Contractor will only be liable within the limits outlined in Article 9.

Article 12. Final Provision

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

These General Terms and Conditions can be viewed and downloaded from the Contractor's website: Sproutoutsolutions.com