General Terms and Conditions
Last revision July 1, 2025.
1. General
1.1 These terms and conditions apply to all quotations, offers, legal relationships, communications, and agreements between Umbrella Noir B.V., hereinafter referred to as “Contractor,” and a Client, to which Contractor has declared these terms applicable, unless expressly agreed otherwise in writing. The digital marketing services, including but not limited to online campaigns, SEO, SEA, content creation, social media management, and website-related marketing, are subject to the additional digital marketing terms. This also applies to the one-year management period with a three-month termination notice. In case of conflict, the digital marketing terms shall prevail.
1.2 These terms also apply to actions performed by third parties engaged by the Contractor in the context of an assignment, and are written for the employees and management of the Contractor.
1.3 The applicability of any purchase or other terms and conditions of the Client is expressly rejected.
1.4 If any provision is invalid or voided, the remainder of these terms remains fully in effect. Parties shall consult to agree on new provisions that reflect the original intent and purpose as closely as possible.
1.5 Failure by the Contractor to strictly enforce any provision does not mean the provision does not apply or that the Contractor waives the right to enforce it in other instances.
1.6 The Contractor may unilaterally amend these terms for existing and future agreements and communications.
2. Quotes, offers and formation of agreement
2.1 Quotes and offers are valid for the term stated; if no term is specified, 30 days.
2.2 Contractor is not bound to quotes in case of obvious mistakes.
2.3 Stated prices are exclusive of VAT and costs such as travel, accommodation, shipping, and administration, unless otherwise indicated.
2.4 Composite pricing does not obligate partial execution.
2.5 The agreement is concluded and becomes binding:
a) upon written acceptance by the Client; or
b) upon (partial) payment of the fees or invoice; or
c) upon commencement of performance.
If the Client issues an assignment without a prior offer, the Contractor is only bound after written confirmation.
2.6 Deviating acceptance does not bind the Contractor unless explicitly confirmed.
3. Term and Modification of Agreement
3.1 Agreements are concluded for a fixed term, unless otherwise agreed in writing. If no term is specified, a standard term of one (1) year (12 months) applies.
3.2 The term is tacitly extended unless terminated in writing with three months’ notice.
3.3 Exceeding a term is not a breach; written notice is required.
3.4 Contractor shall perform the agreement to the best of its knowledge, skill, and in accordance with good practice.
3.5 Additional services confirmed in writing are invoiced at the original price; email confirmations are equivalent to signed acknowledgments.
3.6 Marketing and management subscriptions have a minimum duration of 1 year with three months’ notice. Early termination leads to pro-rata invoicing of costs.
3.7 All obligations of Contractor regarding digital marketing services are best-efforts obligations, unless explicitly agreed otherwise in writing.
3.8 Reports, forecasts, and KPIs are provided for information only and do not constitute a guarantee of results.
4. Execution, modification, and engagement of third parties
4.1 Contractor may engage third parties; applicability of Articles 7:404, 7:407(2), and 7:409 Dutch Civil Code is excluded.
4.2 Execution begins after signing the assignment confirmation.
4.3 Facilities at the Client’s location shall be provided free of charge.
4.4 Agreements may be executed in phases and invoiced separately.
4.5 Contractor may suspend subsequent phases until prior phase results are approved in writing.
4.6 Client provides all necessary information timely; delays may result in suspension and additional costs.
4.7 Modifications are executed only after written approval on price and terms.
4.8 Contractor is not responsible for limitations, changes, or disruptions by third parties, including advertising platforms, social media channels, hosting providers, analytics tools, and software.
4.9 Costs for advertising budgets, media spend, or third-party licenses are excluded, unless otherwise agreed in writing.
5. Delivery, compliance, and price
5.1 Contractor may refuse changes that affect quality or quantity.
5.2 Client is liable for damages resulting from non-compliance.
5.3 Price increases may apply due to legal obligations or unforeseen cost increases.
5.4 Price increase >10% within 3 months allows Client to terminate according to Dutch Civil Code, Book 6.
5.5 Results of digital marketing (reach, conversions, revenue, visibility) are dependent on external factors and cannot be guaranteed.
6. Suspension, termination, and early termination
6.1 Contractor may suspend performance or terminate if obligations are not met or doubts arise.
6.2 Termination applies where performance is impossible or unreasonable.
6.3 Contractor’s claims become immediately payable upon termination.
6.4 Suspension or termination does not entail obligation to pay damages, unless attributable to the Client.
6.5 In case of breach, Contractor may terminate immediately with Client liable for damages.
6.6 Early termination by Contractor includes transfer of work to third parties; costs borne by Client.
6.7 In case of liquidation, bankruptcy, suspension of payment, or attachment, Contractor may terminate immediately.
6.8 Client cancellations result in invoicing of performed work, reserved hours, and delivery costs.
7. Force majeure and liability
7.1 Contractor is not obliged to perform in case of force majeure.
7.2 Force majeure includes all external causes, foreseeable or not, including strikes.
7.3 Performance may be suspended; termination possible after 30 working days.
7.4 Already performed or to be performed parts may be invoiced separately.
7.5 Liability is limited to direct damage, up to invoice value or insurer payout.
7.6 Direct damage: costs to establish cause, defective performance, and mitigation.
7.7 No liability for indirect damage: consequential loss, lost profit, missed savings, business stagnation.
7.8 Limitations do not apply in case of intent, gross negligence, or mandatory law.
7.9 Not liable for damages from incorrect data provided by Client.
7.10 Not liable for decisions or changes by advertising platforms or third parties, including ad rejection, account suspension, data loss, API changes, or algorithm adjustments.
7.11 Personal data processed only on Client’s instructions; Client = data controller, Contractor = processor, unless agreed otherwise in writing.
8. Payment and collection costs
8.1 Payment within 2 weeks, unless otherwise agreed.
8.2 Contractor may invoice 100% in advance or deviate at its discretion.
8.3 Late payment incurs statutory interest.
8.4 Payments allocated first to costs, then interest, then principal.
8.5 No set-off allowed.
8.6 Extrajudicial and judicial collection costs borne by Client.
8.7 Joint clients are jointly and severally liable.
9. Indemnification
9.1 Client indemnifies Contractor for claims by third parties due to Client actions.
9.2 Client obliged to provide assistance and defend Contractor.
9.3 Indemnification includes content, data, marketing claims, personal data, and third-party rights infringement.
9.4 Client guarantees all materials and instructions comply with applicable laws, including GDPR, advertising law, and consumer law.
10. Intellectual property
10.1 Contractor retains all intellectual property rights; knowledge may be used if no confidential Client information is disclosed.
10.2 Unauthorized use is at Client’s risk.
10.3 Applicable national and international copyright and IP laws apply.
10.4 Digital marketing terms regarding IP apply in case of conflict.
11. Governing law and disputes
11.1 Dutch law applies; CISG excluded.
11.2 Dutch court in Contractor’s seat is competent unless mandatory law dictates otherwise.
11.3 Parties shall first attempt to resolve disputes amicably.
11.4 Terms apply to B2B clients; consumer protection is not applicable.
12. Location and amendment of terms
12.1 Latest published version applies.
12.2 Dutch text is authoritative.
12.3 Contractor may unilaterally amend terms.
12.4 Non-Dutch clients remain subject to Dutch law and courts, as far as legally permitted.
13. Final provisions
13.1 Terms constitute the entire agreement and supersede prior arrangements.
13.2 Deviations are valid only if agreed in writing by both parties.
13.3 Invalid provisions do not affect remaining terms; replacement provision agreed in consultation.
13.4 Failure to enforce rights does not constitute waiver.
13.5 In case of conflict between the agreement and these terms, the agreement prevails unless explicitly stated otherwise.
