The following delivery terms of AI+Marketing form the basis for all quotations, agreements, and deliveries between AI+Marketing (hereinafter: contractor) and its clients. These terms are established and divided into the following numbered provisions:

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Identity of the Entrepreneur:
Entrepreneur: AI+Marketing
Contact person: Kjetill Sintzen
Address: Romeinenstraat 13, 6369CE Simpelveld, The Netherlands
Phone number: +31649136210
Email address: info@aiplusmarketing.nl
Chamber of Commerce number: 90185021
VAT identification number: NL004794900B12

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Article 1: Definitions

Client: The party assigning the contractor to carry out work.
Contractor: AI+Marketing, which carries out the assignment as agreed with the client.
Assignment: The request by the client for the contractor to perform work in return for payment.
Work: All activities conceived, carried out, or organized by the contractor in the context of the assignment, aimed at serving the communication interests of the client.
Quotation: A proposal from the contractor specifying the intended work and a budget of the associated costs.

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Article 2: Applicability of Delivery Terms

These delivery terms apply to all quotations, agreements, and deliveries by the contractor, unless expressly and in writing agreed otherwise, or partial applicability has been agreed in writing.
In the event of conflicts or uncertainties about the applicability of the client’s terms and these terms, these delivery terms shall prevail.
Any purchasing or other conditions of the client that conflict with these terms shall not be accepted, unless explicitly and in writing approved by the contractor.

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Article 3: Nature and Duration of the Agreement

Unless agreed otherwise in writing or implied by the nature of the assignment, the assignment is valid for an indefinite period.
Both parties may terminate the agreement after a minimum period of six months, with one month’s notice, by registered letter.
During the notice period, the client remains obliged to fulfill the agreed compensation as if the assignment had not been terminated. Unless agreed otherwise in writing, the contractor’s remuneration during this period includes at least the full media commission as set out in the approved media plan of the client.
The contractor shall serve the client’s communication interests within the scope of the assignment.
Without prior consultation and permission of the contractor, the client may not have the agreed work carried out by third parties.

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Article 4: Quotations

Quotations are non-binding, unless explicitly stated otherwise in the quotation itself.
The client is responsible for the accuracy and completeness of the information provided, which forms the basis of the quotation.
If desired, the contractor will submit a quotation to the client for approval prior to the start of the work.
Prices stated in quotations are fixed, unless indicated otherwise.
If the quotation includes provisional amounts (marked “PM”), this will be explicitly stated.
If unavoidable deviations from the quotation occur during execution, the contractor will inform the client as soon as possible.
Any additional costs resulting from conditions of engaged suppliers or third parties are not considered as exceeding the quotation, even if not explicitly included in the quotation.
These conditions are deemed known to the client and, where applicable, form an integral part of these delivery terms.

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Article 5: Prices, Deliveries and Payments

Unless otherwise indicated, all stated prices are exclusive of VAT and any additional costs such as shipping, transport, or postage.
If price changes occur after a quotation is issued, the contractor has the right to pass these on to the client.
Deliveries are deemed to take place at the contractor’s location, unless agreed otherwise.
Payments must be made to an account designated by the contractor.
The client may not claim set-off or suspension of payments.

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Article 6: Assignments and Amendments

An assignment is considered accepted by the contractor once it has been confirmed in writing to the client or when execution of the work has begun.
The client is bound to the assignment from the moment it is given. The contractor is bound from the moment of acceptance.
Changes to an assignment must be communicated to the contractor in writing and in good time by the client. In the case of verbal changes, the risk of incorrect or incomplete communication lies with the client.
A change becomes effective only once explicitly accepted by the contractor.
Any additional or reduced costs arising from changes to the assignment are respectively charged to or benefit the client.
Changes may cause delivery delays. The contractor cannot be held liable for exceeding delivery times due to such changes.
For production, reproduction, or publication, both parties must be given the opportunity to review and approve final versions, models, or proofs. At the contractor’s request, the client must confirm approval in writing.

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Article 7: Relationship Management

At the request of the client, or whenever deemed relevant by the contractor, a note will be made of (telephone) conversations with the client.
If a report of such a conversation is confirmed in writing or by email to the client and the client does not respond within five working days, the contents are deemed correct and binding.
If actions are required within five working days following a conversation, the contractor shall request prior written or electronic approval from the client before taking action.

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Article 8: Engagement of Third Parties

If the contractor prepares a cost estimate for third-party work at the client’s request, this estimate is for indicative purposes only.
If the contractor reasonably considers the engagement of third parties necessary for proper execution of the assignment, he may do so.
These costs will be included in the quotation where foreseen.
If additional third-party involvement becomes necessary during execution, the contractor will request prior approval from the client for the extra costs.

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Article 9: Payment Terms

Payment must be made within the period stated on the invoice. If no period is specified, payment must be made within 7 days of the invoice date. This term is strict, meaning that failure to pay within this period places the client in default without further notice.
The contractor ensures timely invoicing and may invoice work in installments, unless explicitly excluded in writing.
Costs related to commercial production and (broadcast) media must be paid by the client before the contractor is required to pay these to third parties.
Postage and distribution costs for direct mail must be paid in full by the client before dispatch.
Regardless of agreed terms, the contractor may require a bank guarantee or other form of security.
If payment is not made on time, statutory commercial interest accrues automatically from the day after the due date, without notice required.
If the client fails to pay after a reminder, the claim may be transferred to collection. All associated costs, including legal and extrajudicial costs such as attorney fees, are for the client’s account.
Extrajudicial collection costs are calculated according to applicable legal guidelines (BIK). These costs are at least €40 per claim.

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Article 10: Suspension, Cessation and Termination

The contractor may suspend or terminate the assignment if the client fails to meet payment obligations, or fails to provide security as required.
Any consequences of suspension, cessation or termination are fully at the client’s expense and risk.
Suspension or termination does not affect the client’s obligation to pay for work already performed.
Both parties may dissolve the agreement in case of attributable failure by the other party, but only after a written notice of default granting a reasonable period to comply. If compliance does not occur, dissolution may follow.
The contractor retains the right to claim damages, costs, and interest, including lost profit.
Both parties may dissolve the agreement without notice if:

• suspension of payment has been granted to the other party;

• bankruptcy has been filed for the other party;

• assets of the other party have been seized;

• the client’s business is dissolved.
  Ownership of goods and services delivered passes to the client only after full payment of all obligations.
  Intellectual property provisions are addressed in Article 17.

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Article 11: Delivery Times

The contractor does not guarantee delivery times if affected by circumstances beyond his control or by client-initiated changes.
Additional work causing delays does not entitle the client to termination.
The contractor will carry out work with due care and, based on agreed usage purposes, ensure proper audio-visual design of communication materials, meeting legal requirements, codes, and guidelines reasonably known.
The contractor shall handle all client-provided information confidentially.

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Article 12: Complaints, Claims and Evidence

Visible defects must be reported in writing or by email immediately upon delivery or within 8 days of publication.
Hidden defects must be reported within 8 days of discovery, or when reasonably discoverable.
Invoice-related complaints must be submitted within 8 days of invoice date.
Filing a complaint does not suspend payment obligations.
Late complaints will not be processed unless an extension was agreed.
The contractor’s records serve as binding evidence unless convincingly proven otherwise by the client.

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Article 13: Liability (Exoneration)

If the contractor is held liable, liability is limited to either:
a. Refund of paid invoices minus third-party and out-of-pocket costs; or
b. Repair of delivered work, if possible.
Further compensation is only due if covered by insurance, and limited to the insurer’s payout.
The contractor is not responsible for loss, damage, or destruction of items or data supplied by the client, nor for indirect or consequential damages, lost profit, reduced goodwill, or business interruption.
Transport of goods is at the client’s risk.
Liability exists only for intent or gross negligence.

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Article 14: On-Site Work

For services at the client’s site, the contractor is not liable.
The client is responsible for the accuracy and completeness of written information provided.
The contractor accepts no responsibility for quality of results produced under the client’s supervision, nor for inaccuracies disclosed on the client’s instruction.
Risk and responsibility remain with the client.

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Article 15: Liability and Indemnity Regarding Third Parties

Liability for third-party work is limited to the extent these third parties indemnify the contractor.
The contractor will make reasonable efforts to recover compensation from the third party.
The client indemnifies the contractor against claims from third parties relating to the accuracy and content of materials or communications produced at the client’s request.
This does not reduce the contractor’s duty of care under Article 11.

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Article 16: Force Majeure

Failure to perform cannot be attributed to the contractor if due to circumstances beyond his control.
In such cases, the contractor may suspend or dissolve the agreement without liability.
Force majeure includes but is not limited to strikes, fire, machine breakdown, government measures, natural disasters, cyberattacks, and other unforeseen events.

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Article 17: Intellectual Property

The client declares that assignments do not infringe third-party rights and indemnifies the contractor against related claims.
Intellectual property rights to materials produced remain with the contractor until all obligations are paid.
The contractor will indemnify the client against third-party claims concerning intellectual property, provided the client informs the contractor promptly and cooperates in defense.
Use or adaptation of produced materials by the client is only permitted with written consent from the contractor.

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Article 18: Transparency Guarantee

The agency provides clients with monthly reports containing insights into ongoing campaign performance.
Reports include relevant KPIs such as reach, engagement, conversions, and ROI, unless agreed otherwise.
Reports are delivered by email or online dashboard depending on service.
Reports are intended as informative summaries and do not guarantee specific results.
The agency is not liable for interpretation differences or client decisions based on the data.
Changes in reporting frequency or KPI measurement will be communicated in advance.

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Article 19: Amendment Clause

The contractor reserves the right to unilaterally amend or supplement these terms.
Amendments take effect on a date determined by the contractor.

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Article 20: Settlement of Relationship

All materials held by the contractor at the end of the relationship will be transferred to the client free of charge upon request, provided all outstanding obligations have been met.
After termination, these terms remain in effect as far as necessary for settlement.

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Article 21: Transfer and Obligations

Transfer of rights or obligations to third parties by the client requires written consent from the contractor.
If the business is continued by another party, the original client remains liable for obligations arising from the agreement.

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Article 22: Competent Court

All agreements subject to these terms are governed exclusively by Dutch law.
Disputes shall be settled by the competent court in the district where the contractor is established, unless the subdistrict court has jurisdiction.

Signed,
Kjetill Sintzen
29-01-2025