General Terms and Conditions of Adworth

*Effective as of 17 August 2020

These General Terms and Conditions (the “Terms”) are intended to provide clarity, transparency, and legal certainty for professional (B2B) clients.

Company Information

The services described in these Terms are provided by Arno Kooijman, operating under the trade name Adworth.

• Registered address: Pisão – Louriçal do Campo, 6005-210 Louriçal do Campo, Portugal

• Operating offices: Amsterdam and Hilversum, The Netherlands

• VAT number: PT304247430

Article 1 – Definitions

1.1 In these General Terms and Conditions, the following terms shall have the meanings set out below:

• Adworth: Adworth, having its registered office in Kortenhoef, The Netherlands.

• Client: The natural or legal person with whom Adworth has entered into an agreement.

• Parties: Adworth and the Client jointly.

• Services: All services provided by Adworth to the Client.

• Agreement: Any agreement between Adworth and the Client relating to the provision of Services by Adworth.

Article 2 – Applicability

2.1 These Terms apply to all legal relationships, including offers and agreements, between Adworth and the Client, unless explicitly agreed otherwise in writing.

2.2 The applicability of any general terms and conditions used by the Client is expressly rejected.

2.3 Deviations from these Terms are only binding on Adworth if expressly agreed in writing. Such deviations do not create any rights for future legal relationships.

2.4 If Adworth agrees in writing to deviating terms, these Terms shall remain fully applicable insofar as not expressly deviated from.

2.5 In the event of a conflict between the Agreement and these Terms, the provisions of the Agreement shall prevail.

2.6 Adworth reserves the right to amend these Terms. Amendments shall also apply to existing Agreements. Changes will be communicated to the Client in writing and shall enter into force ten (10) days after notification, unless a later effective date is specified. If the Client does not accept an amendment, the Client is entitled to terminate the Agreement with one (1) month’s written notice.

Article 3 – Offers and Cost Estimates

3.1 Adworth is only bound by offers and cost estimates if accepted by the Client in writing within thirty (30) days.

3.2 All prices stated in offers are exclusive of VAT, unless explicitly stated otherwise.

3.3 Services not included in an offer shall be charged on a time-and-materials basis at EUR 75 per hour for operational work and EUR 90 per hour for consultancy work, with a minimum starting fee of EUR 25, unless agreed otherwise in writing.

Article 4 – Formation, Duration and Performance of the Agreement

4.1 All offers and proposals made by Adworth are without obligation, unless explicitly stated otherwise.

4.2 An Agreement is concluded by:

• digital signing or approval of a digital offer;

• (partial) payment for the Services;

• a verbal agreement or confirmation by telephone or email; or

• granting permission to make changes or extensions to accounts or websites.

4.3 Delivery periods are indicative only.

4.4 Adworth shall perform the Agreement to the best of its knowledge and ability and in accordance with generally accepted professional standards.

4.5 Adworth is entitled at all times to engage third parties for the performance of certain activities.

4.6 The Client shall timely provide all information and materials reasonably required for the performance of the Agreement, no later than two (2) weeks after assignment. If such information is not provided in time, Adworth is entitled to invoice the agreed fees.

4.7 The Client is entitled to two correction rounds within two (2) months after agreement is reached. Additional work after this period may be charged on a time-and-materials basis.

4.8 Initial Term and Retainer Structure

(a) Agreements relating to account management, continuous optimisation, hosting, or other ongoing professional services are entered into for a fixed initial term of twelve (12) months (the “Initial Term”).

(b) The Parties acknowledge that the Initial Term reflects the nature of the Services, including onboarding, setup, knowledge transfer, and continuous optimisation, and constitutes a fair and reasonable commitment by both Parties.

(c) The Services are provided on the basis of a fixed monthly retainer, as specified in the applicable Agreement or offer.

4.9 Renewal

Upon expiry of the Initial Term, the Agreement shall automatically renew for successive periods of one (1) month, unless terminated in writing by either Party with at least thirty (30) days’ notice prior to the end of the then-current term.

4.10 Termination During Initial Term

Early termination by the Client during the Initial Term is not permitted, unless otherwise expressly agreed in writing. If early termination is agreed, Adworth reserves the right to invoice the remaining retainer amounts for the Initial Term.

4.11 Termination After Initial Term

After expiry of the Initial Term, either Party may terminate the Agreement with thirty (30) days’ written notice.

4.12 Immediate Termination

Either Party may terminate the Agreement with immediate effect if the other Party materially breaches the Agreement and fails to remedy such breach within a reasonable period after written notice, or in the event of bankruptcy, liquidation, or suspension of payments.

4.13 Although Adworth is established in the Netherlands and Portugal, Services may be performed independently of location.

Article 5 – Amendments to the Agreement

5.1 If it appears during performance that amendments or additions are necessary for proper execution, the Parties shall consult in a timely manner.

5.2 Amendments may affect delivery timelines; Adworth shall inform the Client accordingly.

5.3 If amendments have financial or qualitative consequences, Adworth shall inform the Client in advance.

5.4 Deviations from selected themes or plugins are charged on a post-calculation basis.

Article 6 – Fees

6.1 All fees are stated in euros and are exclusive of VAT and other statutory charges.

6.2 Fixed fees may be agreed and exclude VAT, travel time, and travel or accommodation expenses.

6.3 In the absence of a fixed fee, charges are based on actual hours worked at the applicable hourly rates.

6.4 Cost estimates exclude VAT and any travel-related expenses.

6.5 Hosting and account management fees are invoiced periodically.

Article 7 – Payment

7.1 A down payment of 50% of the total fee is due within seven (7) days after approval of the offer, unless agreed otherwise.

7.2 The Client authorises Adworth to collect payments via direct debit, unless agreed otherwise.

7.3 Late payments accrue interest at 3% per month after fourteen (14) days.

7.4 Recurring services are invoiced monthly in advance.

7.5 Payment terms are fourteen (14) days unless stated otherwise.

7.6 In the event of default, reasonable collection costs shall be charged, with a minimum of EUR 40.

7.7 Adworth may suspend Services in case of non-payment, without prejudice to its right to payment.

Article 8 – Force Majeure

8.1 In the event of force majeure, Adworth’s obligations are suspended. If such situation lasts longer than two (2) months, either Party may terminate the Agreement without liability.

8.2 Force majeure includes, but is not limited to, failures of suppliers, power outages, internet disruptions, government measures, and other circumstances beyond reasonable control.

Article 9 – Intellectual Property and Client Obligations

9.1 The Client is responsible for timely delivery of materials.

9.2 Adworth may use the Client’s website as reference material unless agreed otherwise.

9.3 The Client guarantees that supplied materials do not infringe third-party rights and indemnifies Adworth accordingly.

Article 10 – Domain Registration

Where Adworth manages domain registrations, the Client authorises Adworth to perform all necessary actions to ensure proper functioning of related services.

Article 11 – Governing Law and Jurisdiction

11.1 All Agreements are governed exclusively by Dutch law.

11.2 The competent court in the district where Adworth is established shall have exclusive jurisdiction, unless mandatory law provides otherwise.

This English version is provided for professional and informational purposes. In the event of interpretation differences, the Dutch version shall prevail.