Terms & Conditions

These general terms and conditions ("Terms and Conditions") apply to all offers, services, and agreements between Pijpers & Co B.V., trading as BMD Agency ("BMD Agency", "BMD", "we", "us", "our"), and its clients ("Client"), unless we expressly agree otherwise in writing. If these General Terms and Conditions conflict with a Services Agreement, the Services Agreement prevails.

Article 1. Services

1.1 Scope of services. BMD provides marketing and web development services aimed at enhancing the Client's online visibility and growth, including web design and development, UX and conversion optimization, SEO, search advertising, and related digital services. We describe the specific scope of services, deliverables, and allocation of hours in a separate Services Agreement between BMD and the Client ("Services").

1.2 Changes. Substantive changes to the agreed scope of services, including changes to the allocated hours, timelines, or deliverables, require mutual agreement in writing. We are not obligated to perform work beyond the agreed scope without such prior written agreement.

1.3 Best efforts. We perform the Services with due care and to the best of our professional abilities, in accordance with industry standards. The Client acknowledges that the success of the Services depends on various external factors beyond our control, such as client input and collaboration, platform algorithms, market trends, and target audience behavior, and that we cannot guarantee results.

Article 2. Performance of the Services and Obligations of the Parties

2.1 Cooperation between parties. The quality and timeliness of our Services partly depend on timely and accurate input from the Client. The Client provides all reasonable cooperation required to enable us to deliver the Services properly and on time, including relevant information, access, and materials we may reasonably require. Where applicable, the Client also provides content, feedback, and approvals in a timely manner, particularly where these affect planning or delivery timelines. We perform the Services with due care and expertise, in line with the professional standards reasonably expected of a specialized digital agency. The Client understands that we make reasonable efforts to achieve the desired marketing results, but that we cannot guarantee any results, since campaign effectiveness depends on many factors beyond our control, such as client input and collaboration, platform algorithms, market trends, and target audience behavior.

2.2 Delays. We are not liable for any delay or limitation in the performance of the Services if the Client does not provide the necessary information or cooperation, or does not do so in a timely or complete manner. In such cases, we may reasonably adjust agreed timelines or delivery dates. We discuss any additional costs resulting from this, such as extra hours or rework, in good faith.

2.3 Deviations and approval. We periodically inform the Client about the progress and results of the work. If adjustments become necessary during execution, such as a different strategy or scope, the parties discuss this in good faith to determine how to proceed.

2.4 Use of third parties and third-party tools at the Client's request. At the Client's request, we may engage third parties or use third-party tools, such as software, to carry out specific parts of the Services. The costs related to such third parties or tools are not included in the Fees and require the Client's prior written approval. The Client pays these costs directly. If we pre-pay these costs, we invoice the Client with a 2% service surcharge to cover handling and administration.

2.5 Use of third parties and third-party tools by BMD. To ensure flexibility and efficiency, we may, where necessary and at our own discretion, engage third parties or subcontractors, or use third-party tools, in performing the work under this Agreement. We remain responsible for the overall performance of the Agreement and ensure that the quality of services provided by such third parties meets the standards agreed with the Client. Engaging subcontractors does not relieve us of our obligations under this Agreement.

2.6 Non-exclusivity. Both BMD and the Client are free to work for and with other clients, suppliers, and third parties, including competitors of either party, unless the parties expressly agree otherwise in an exclusivity clause.

Article 3. Term and Termination

3.1 Initial term. The Agreement enters into force on the effective date stated in the Services Agreement and remains in effect for the initial term specified there (the "Initial Term"), unless the parties agree otherwise in writing. During the Initial Term, neither party may terminate the Agreement for convenience, unless the Agreement expressly permits this or the parties otherwise agree in writing. After the Initial Term expires, the Agreement automatically continues for an indefinite period (the "Term"). During the Term, either party may terminate the Agreement with one full calendar month's prior written notice, effective on the first day of the following month.

3.2 Immediate termination. Without prejudice to any other rights under the Agreement, either party may terminate the Agreement, in whole or in part, with immediate effect by written notice to the other party, during either the Initial Term or the Term, if:

• the other party commits an attributable, serious breach that remains unremedied within a reasonable period after written notice of default; or
• the other party applies for or is declared bankrupt, discontinues its business operations, or is placed under suspension of payments or court-appointed administration.

Provisions that by their nature are intended to survive the end of the Agreement, such as confidentiality, intellectual property, and limitations of liability, remain in full force and effect.

3.3 Continuity and refunds. In case of termination, we continue to perform services already paid for until the effective termination date. We do not provide refunds for the period until the effective termination date. Where applicable, we refund any amounts paid in advance for periods after the termination date on a pro rata basis.

Article 4. Fees, Budgets and Payments

4.1 Payment of the Service Fee. We invoice the Fees one month in advance, payable within 15 days of the invoice date. If we do not receive payment by the due date, we notify the Client in writing and discuss a reasonable period to remedy the non-payment. If the Fees remain unpaid after this period, we reserve the right to temporarily suspend our services until we receive full payment. We act reasonably and in good faith when exercising this right and use reasonable efforts to minimize disruption to the Client's campaigns, and we are not liable for any delay or consequences arising from such suspension.

4.2 Payment of the Advertising Budget. Where a budget is required to purchase advertising space, third-party tools such as those offered by Google or Meta, or to cover other advertising-related out-of-pocket expenses (the "Advertising Budget"), the Client ensures the agreed Advertising Budget is available in a timely manner. Unless the parties agree otherwise in writing, the Client pays the Advertising Budget directly to the relevant third party. We are never obliged to pre-pay the Advertising Budget on our own behalf. If we agree in writing to pre-pay the Advertising Budget, in whole or in part, on the Client's behalf, we may add a 2% service surcharge and invoice it separately.

4.3 Indexation. We may adjust our rates once per calendar year to reflect inflation or relevant market developments, but we do not adjust rates during the Initial Term of the Agreement. We communicate any intended rate adjustment after the Initial Term to the Client in writing at least one month in advance, and we ensure such adjustments remain reasonable and in line with market practice.

Article 5. Confidentiality

5.1 Confidential information. For this Agreement, "Confidential Information" means any non-public, proprietary, or confidential information, in any form, that one party (the "Disclosing Party") discloses to the other party (the "Receiving Party"), whether before or after the date of this Agreement, and that is either designated as confidential or should reasonably be understood as confidential given its nature and the circumstances of disclosure. This includes, but is not limited to, business plans, strategies, financial information, technical data, software, client lists, marketing materials, and contractual terms.

5.2 Confidentiality obligations. The Receiving Party:

• keeps the Confidential Information strictly confidential and protects it with at least the same care it uses for its own confidential information, and in any event with a reasonable degree of care;
• discloses the Confidential Information only to employees, consultants, contractors, and third parties who need it for this Agreement and who are bound by similar confidentiality obligations; and
• uses the Confidential Information solely to perform its obligations or exercise its rights under this Agreement.

5.3 Exceptions. These obligations do not apply to information that:

• is already public or becomes public without the Receiving Party's action;
• the Receiving Party already lawfully knew before receiving the Confidential Information;
• the Receiving Party lawfully obtained from a third party without breaching a confidentiality obligation; or
• the Receiving Party independently developed without using or referring to the Confidential Information.

5.4 Return or destruction. Upon the Disclosing Party's request, the Receiving Party promptly returns or securely destroys all Confidential Information, except for one archival copy retained to comply with legal or regulatory obligations.

5.5 Duration. These confidentiality obligations remain in effect for two years after the termination or expiry of this Agreement, unless the parties agree otherwise in writing.

Article 6. Liability

6.1 Limited liability. Our total liability under or in connection with this Agreement, whether arising from contract, tort, including negligence, or otherwise, does not exceed the total amount the Client paid us under this Agreement during the twelve months preceding the event giving rise to the claim. If the Agreement has been in place for less than twelve months, we consider the total paid in that shorter period. These limitations do not apply to liability arising from willful misconduct or gross negligence.

6.2 Exclusion of indirect damages. Neither party is liable to the other for indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit, revenue, business, or data, or reputational damage, arising out of or in connection with this Agreement, regardless of whether such damages were foreseeable.

6.3 Indemnification. Each party (the "Indemnifying Party") indemnifies and holds harmless the other party (the "Indemnified Party") against third-party claims to the extent such claims arise from materials, data, or instructions the Indemnifying Party provided in connection with this Agreement. This includes, for example, claims relating to intellectual property infringement, privacy violations, or misleading content. The Indemnified Party must promptly notify the Indemnifying Party of any such claim, allow the Indemnifying Party to handle the defense or settlement, and provide reasonable cooperation. Any indemnification under this clause is subject to the same liability limitations set out in clauses 6.1 and 6.2.

6.4 Limitation period. Any claims by the Client for damages against BMD lapse if the Client does not submit them to us in writing, stating reasons, within one year after discovering the damage.

Article 7. Intellectual Property Rights

7.1 Works. To the extent that, in providing the Services, we create works that are subject to copyright protection (the "Works"), and we create such Works specifically at the Client's request and for the Client's benefit, we exclusively, unconditionally, and without limitation transfer and deliver to the Client all copyrights anywhere in the world that may be vested in, contained in, or arising from the Works, including but not limited to reproduction and disclosure rights, regardless of the use or manner of display. For clarity, the underlying working files, drafts, templates, and design source files used to create the deliverables (the "Working Files") remain our property and do not form part of this transfer. The Client accepts this assignment and transfer of copyrights.

7.2 Cooperation. If a valid transfer requires an additional act, we cooperate with this at the Client's request.

7.3 BMD content. If certain parts of the deliverables are based on our or a third party's pre-existing templates, tools, know-how, or content that was not developed specifically for the Client, the intellectual property rights remain with us or the relevant rights holder. In that case, we grant the Client a non-exclusive, perpetual, non-sublicensable right to use such pre-existing materials, limited to internal business purposes within the Client's own organization.

7.4 Client content. The Client warrants that any content, materials, or data it provides to us for this Agreement, including but not limited to images, video, and text, do not infringe any intellectual property rights or other third-party rights.

7.5 License for promotional use. Unless either party objects in writing, BMD and the Client grant each other a non-exclusive, royalty-free license to use each other's trade name and logo for promotional and reference purposes. Both parties agree to use each other's name and logo with care and not place it in a context that may damage the other's reputation or commercial interests. In this context, we may refer to the Client as one of our clients and, where applicable, display visual work that is publicly available, or, if not publicly available, for which the Client has given prior written permission. This license also covers incidental use of such name, logo, or visual work in internal presentations, pitches, or sales materials prepared for prospective clients, provided such use stays within a professional context and is not made publicly available. Either party may revoke this license at any time, and the other party will then cease use within a reasonable time.

Article 8. Data Protection

8.1 Personal data. We may process personal data as part of the Services. In doing so, we comply with all applicable data protection laws, including the General Data Protection Regulation (GDPR). Where we process personal data on the Client's behalf, the Client is the controller and we are the processor within the meaning of the GDPR, unless the parties agree otherwise in writing.

8.2 Data processing addendum. The terms of our data processing addendum ("DPA") apply to this processing of personal data. The DPA forms an integral part of the Agreement and prevails over these General Terms and Conditions in case of conflict. The applicable version of the DPA is available on request from BMD Agency.

8.3 Independent controller. For clarity, we also process certain personal data as an independent controller, for example for our own administrative, accounting, and compliance purposes, including retention obligations under applicable tax laws. This processing does not fall under the DPA, and we carry it out in accordance with applicable data protection laws and our privacy policy.

Article 9. Miscellaneous

9.1 Force majeure. We are not liable for any failure or delay in performing our obligations under this Agreement if circumstances beyond our reasonable control cause such failure or delay ("Force Majeure"), including for example natural disasters, strikes, pandemics, government measures, internet outages, or supplier failures. During a Force Majeure situation, both parties' obligations are put on hold for as long as the situation lasts. If it becomes clear the situation will continue for more than two months, either party may terminate the Agreement with immediate effect, without liability. If we have already delivered part of the Services, or can reasonably still deliver part despite the Force Majeure situation, we may invoice that part separately.

9.2 Non-solicitation. During the term of this Agreement and for twelve months after its termination, the parties refrain from actively approaching or recruiting each other's core employees and core subcontractors who were directly involved in performing this Agreement, for employment or independent cooperation, without the other party's prior written consent. This does not apply to general, non-targeted recruitment activities, such as public vacancies or general calls through recruitment agencies, or to cases where an employee applies for employment on their own accord without being solicited.

9.3 Transfer of Agreement. Neither party may transfer this Agreement, or its rights and obligations under it, to a third party without the other party's written permission, which the other party may not unreasonably refuse. An exception applies if the Agreement, or its rights and obligations, transfers as part of a merger, acquisition, or reorganization. In that case, the transferring party informs the other party in advance or as soon as possible afterward.

9.4 Governing law and disputes. Dutch law exclusively governs this Agreement. In case of any dispute arising out of or in connection with this Agreement, the parties use reasonable efforts to resolve it amicably and in good faith outside of court. If the parties do not reach a resolution within a reasonable period, they submit the dispute exclusively to the competent court in The Hague, the Netherlands.

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BMD Agency (Pijpers & Co B.V.) KvK number: 42116302 Address: Binckhorstlaan 36, 2516 BE, The Hague, Netherlands Email: info@bmdagency.nl