terms & conditions

1. Definitions

In these Terms and Conditions, the following terms shall have the meanings set forth below, unless expressly stated otherwise:

1. Contractor: Necesseo Consultancy & Training, registered with the Dutch Chamber of Commerce under number 87747782 It is a sole proprietorship engaged in SEO consultancy, copywriting and training. Hereinafter referred to as "Necesseo."
2. Client: The natural person or legal entity who has indicated its desire to make use of the services offered by Necesseo.
3. Agreement: Any agreement or assignment entered into between Necesseo and the Client relating to the services offered by Necesseo.

2. Applicability

1. These Terms and Conditions apply to all Agreements, assignments and quotations whereby Necesseo provides services to a Client, even if such services are not expressly described herein.
2. These Terms and Conditions also apply to any assignment involving Necesseo in which third parties are engaged.
3. Any departure from these Terms and Conditions is only valid if agreed in writing and signed by both parties. Any general terms or conditions (or other conditions) of the Client are expressly rejected by Necesseo and shall not apply.
4. If any provision of these Terms and Conditions is void or nullified, all other provisions shall remain in full force and effect. In such event, Necesseo and the Client shall consult promptly to replace the null or void provision(s) with a valid provision that, to the greatest extent possible, achieves the original purpose and intent of the replaced provision(s). In case of ambiguity concerning the interpretation or content of one or more provisions of these Terms and Conditions, such provisions shall be construed in the spirit of these Terms and Conditions. Situations not expressly covered by these Terms and Conditions shall be assessed "in the spirit" of these Terms and Conditions.
5. The fact that Necesseo does not always insist on strict compliance with these Terms and Conditions shall not be construed as a waiver of Necesseo's right to demand strict compliance hereafter.
6. Necesseo reserves the right to amend or supplement these Terms and Conditions at any time. Minor amendments may be introduced at any time without prior consultation. Substantive changes will be discussed with the Client in advance.

3. Quotations and Formation of the Agreement

1. Agreements may be concluded orally, in writing, or by means of a quotation.
2. A quotation issued by Necesseo is valid for the period stated therein. If no validity period is stated, a quotation shall remain valid for thirty (30) days from its date.
3. A quotation is based on the information provided by the Client. The Client guarantees that all information provided to Necesseo for the preparation, performance, and completion of the assignment is complete and correct to the best of its knowledge.
4. A quotation does not obligate Necesseo to enter into an Agreement. An Agreement is formed when the quotation is confirmed by Necesseo (by e-mail or in writing). The date of Necesseo's confirmation shall be deemed the date of formation of the Agreement.
5. Necesseo shall not be bound by a quotation if the Client could reasonably have understood that the quotation (or any part thereof) contained obvious errors or clerical mistakes.
6. Quotations from Necesseo shall not automatically apply to future assignments.
7. All prices are exclusive of Dutch VAT (BTW) and any shipping, transport, or postage costs, unless expressly stated otherwise.

4. General Obligations of the Parties

1. The Client and Necesseo shall both cooperate in any agreed-upon procedures and shall make available to each other, as soon as reasonably possible after request, all information reasonably required for the proper performance of the assignment.
2. Any items, materials, and/or data provided by the Client to Necesseo shall be at the Client's risk and expense.
3. Neither the Client nor Necesseo shall, directly or indirectly, unnecessarily harm the legitimate interests of the other, whether within or outside the scope of this Agreement.
4. Necesseo shall treat as confidential all information of a confidential nature provided by or on behalf of the Client.

5. Performance of the Assignment and Engagement of Third Parties

1. Necesseo shall perform the services specified in the Agreement to the best of its knowledge, skill, and ability.
2. If necessary for the proper performance of the Agreement, Necesseo shall have the right, after consulting with the Client where possible, to subcontract all or part of the services to third-party contractors. In doing so, Necesseo will make reasonable efforts to ensure that the agreed obligations and quality requirements are met.
3. Necesseo shall not be liable for work performed by third-party contractors. Any third parties engaged by Necesseo must maintain their own adequate liability insurance.
4. In the event that Necesseo or its subcontracted third parties perform work at the Client's premises or any location designated by the Client, the Client shall, at no cost to Necesseo, provide such facilities as are reasonably required by those personnel or third parties.
5. The Client shall indemnify and hold Necesseo harmless from all claims by third parties who suffer loss or damage in connection with the performance of the Agreement, to the extent such loss or damage arises from acts or omissions of the Client or from unsafe conditions in the Client's organization.

6. Changes to the Assignment

1. The Client acknowledges that the schedule for performance of the Assignment may be affected if the parties decide, during the performance of the Assignment, to change the method, approach or scope of work. In that event, Necesseo shall in principle execute any requested changes to the Assignment on behalf of the Client.
2. Necesseo may refuse any request to change, supplement, or revoke the Agreement if doing so would materially affect the quality of the services to be delivered; such refusal shall not constitute a breach of contract by Necesseo.
3. Any additional arrangements or modifications shall only be binding if confirmed in writing by Necesseo.
4. If a change to the Assignment results in extra work, Necesseo may charge the Client for the additional costs incurred. Necesseo shall inform the Client of such additional costs in advance. However, Necesseo shall not charge additional costs if the change or supplement is attributable to circumstances for which Necesseo is responsible.
5. In the event that unavoidable deviations from a quotation arise during the performance of the Assignment, Necesseo shall inform the Client at the earliest opportunity. Overruns of up to ten percent (10%) of the quoted amount shall be deemed an accepted budgeting risk of the Client and need not be reported separately.
6. Necesseo reserves the right to pass on any statutory price increases or unexpectedly necessary higher costs, occurring between the confirmation of the Assignment and the performance thereof, to the Client. Necesseo shall communicate and explain any price changes to the Client as soon as possible.

7. Copyright and License

1. All works of Necesseo are automatically protected by Dutch Copyright Law (Auteurswet).
2. All information, quotations, proposals, ideas, texts, strategic/creative concepts, designs, and other documentation provided by Necesseo are intended solely for use within the scope of the Assignment. The Client shall not reproduce, publish, or disclose them to third parties without Necesseo's prior written consent.
3. Necesseo retains all rights and authorities to which it is entitled under the Dutch Copyright Act and other intellectual property laws. Necesseo shall have the right to use, for any purpose, the results of performance of the Agreement, provided that no strictly confidential information of the Client is disclosed to third parties. Necesseo also reserves the right to use materials delivered under the Agreement for its own promotional purposes in its portfolio.
4. If Necesseo produces products or materials pursuant to instructions from the Client, the Client warrants that no third-party rights will be infringed thereby.
5. The Client is granted by Necesseo a perpetual, non-exclusive license to use any copyright-protected works created by Necesseo in the performance of the Agreement, provided that the Client remains in compliance with all financial obligations related to the provision of the copyrighted work.
6. The license described in clause 7.5 applies solely to use by the Client. Use by third parties is not permitted.
7. The license in clause 7.5 does not extend to the use of a work in an altered form. For publication in modified form, prior written consent must be obtained from Necesseo.
8. Necesseo shall be entitled to sign, watermark, or otherwise acknowledge authorship of any commissioned work or to require the Client to include an attribution line.

8. Payment and Collection Costs

1. Payment shall be made, unless otherwise agreed in writing, within fourteen (14) days of the invoice date, to the bank account designated by Necesseo.
2. Time spent and any costs incurred (including travel and accommodation expenses) shall be invoiced to the Client.
3. If the Client fails to pay an invoice on time, Necesseo shall send one payment reminder, followed by one formal notice of default (aanmaning), granting a final payment term.
4. If the Client fails to pay an invoice on time, Necesseo can also hold of on continuing the rest of the work untill the invoice is paid.
5. From the date of the notice of default until the full amount due is paid, Necesseo can charge statutory interest on the outstanding amount. In addition, collection costs of fifteen percent (15%) of the invoice total, with a minimum of €40, shall be charged.
6. Any judicial and enforcement costs incurred shall also be charged to the Client. The Client shall also owe interest on any collection costs due.
7. Necesseo reserves the right at any time to require payment of an advance in connection with the performance of work or to cover costs of any third party engaged by Necesseo. In the event of non-payment of such advance, Necesseo shall be entitled, after giving prior notice, to suspend or terminate its work. The advance shall be credited against the next invoice.

9. Complaints

1. Complaints regarding the work performed must be submitted by the Client to Necesseo in writing, within no later than two (2) weeks after completion of the relevant work, by e-mail to consultancy@necesseo.com. The notice of default must contain a detailed description of the alleged shortcomings so that Necesseo may respond adequately.
2. Necesseo shall respond to any complaint as fast as possible and at least within two (2) weeks of receipt, unless not possible due to reasonable situations. If it is not possible to respond within two weeks, Necesseo shall notify the Client as soon as possible and make every effort to respond promptly thereafter.
3. If, in Necesseo's sole opinion, a complaint is well-founded, Necesseo shall perform the agreed work again, unless doing so would demonstrably be of no benefit to the Client. The Client must notify Necesseo of such point in writing.
4. If it is no longer possible or reasonable to perform the agreed work a second time, Necesseo's liability shall be limited as set forth in Article 10.

10. Liability

1. Necesseo shall only be liable for loss or damage suffered by the Client as a result of shortcomings by Necesseo in the performance of any Agreement or Assignment between the parties if and to the extent that such loss or damage is the direct result of intent or gross negligence on the part of Necesseo.
2. Necesseo shall never be liable for indirect loss or damage, including but not limited to consequential loss, lost profits, missed savings and loss due to business interruption.
3. The Client shall indemnify Necesseo against all claims by third parties for loss or damage arising from the application or use of the results of Necesseo's work by the Client or by any other person to whom the Client has provided such results, unless there is demonstrable intent or gross negligence on the part of Necesseo.
4. Necesseo shall not be liable for any loss or damage of any nature arising because Necesseo relied on incorrect or incomplete data provided by or on behalf of the Client.
5. Although Necesseo endeavors to avoid such conflicts, Necesseo may serve multiple clients with similar objectives, including clients that promote similar or competitive products. Necesseo guarantees that each text or deliverable is unique and tailored to the specific Client in question. Necesseo shall not be liable for any claims arising from that practice.
6. Necesseo's liability is limited to an amount equal to the invoice value (eNecesseoclusive of VAT) of the services giving rise to the loss or damage, or, if the Assignment has a term, to the invoice value (eNecesseoclusive of VAT) pertaining to the period to which the loss relates.

11. Confidentiality

1. Both parties shall keep confidential all confidential information received in the conteNecesseot of the Agreement. Information shall be deemed confidential if so indicated by the other party or if it is apparent from the nature of the information.
2. Necesseo undertakes to treat as confidential all information provided by the Client, in any form, that is obtained during the performance of the Assignment.
3. Necesseo shall use such confidential information solely for the performance of the agreed services and shall not disclose, share, or use it for any other purpose without the Client's prior consent.
4. Necesseo shall take reasonable technical and organizational measures to protect the confidential information against unauthorized access, theft, or loss.
5. If Necesseo engages third parties for the performance of the Assignment, Necesseo shall ensure that such third parties are bound by confidentiality obligations no less stringent than those set forth herein.
6. The Client shall indemnify Necesseo against any claims or liability arising from the use of information provided by the Client in accordance with this clause.

12. Force Majeure

1. Necesseo shall not be liable for failure to perform any obligation under the Agreement if such failure is due to a circumstance beyond Necesseo's control, and which cannot be attributed to Necesseo by law, contract, or according to generally accepted views (a "Force Majeure Event").
2. In the event of Force Majeure, the Client shall notify Necesseo in writing immediately, stating the cause of the Force Majeure.
3. Necesseo shall be entitled to suspend its obligations under the Agreement for the duration of the Force Majeure Event.
4. Upon written notice by Necesseo that a Force Majeure Event has occurred and is continuing, the Client shall have the right to terminate the Agreement in writing.

13. Suspension and Termination

1. The Client shall ensure that all data necessary for the performance of the Assignment is provided to Necesseo in a timely manner.
2. If the data required for the performance of the Agreement is not timely provided by the Client, Necesseo shall have the right to suspend performance and/or charge the Client for any additional costs incurred as a result of the delay, in accordance with Necesseo's then-current rates.

14. Disputes

1. Any disputes arising out of an Agreement between the Client and Necesseo, or from any subsequent agreements, shall in the first instance be submitted to mediation in an effort to reach a settlement.
2. If mediation is unsuccessful, the dispute shall be submitted to the competent court in the jurisdiction where Necesseo is established.

15. Governing Law

1. All assignments and Agreements between Necesseo and the Client shall be governed exclusively by Dutch law, even if performance of the Agreement is fully or partially carried out abroad, or if the Client is domiciled or established abroad.