Applicability

1. These General Terms and Conditions apply to all orders (hereinafter "Orders") to Follo Netherlands B.V., trading under the name "Follo" (hereinafter "Follo"), from its customers. Orders, upon acceptance by the customer (hereinafter "Client"), together with these General Terms and Conditions, constitute the agreement between the Client and Follo (hereinafter "Agreement").
2. Electronic communications between the parties shall be deemed to be in writing and shall be deemed to be received on the date of transmission unless proven otherwise.
3. Deviations from these Terms and Conditions are valid only if explicitly agreed upon in a written document signed by both parties and apply only to the specific Agreement for which they are agreed upon.
4. Purchasing conditions of the Client shall never apply to Orders to which these General Terms and Conditions apply.
5. Once these General Terms and Conditions have applied to a legal relationship between Follo and Client, they shall be deemed to apply automatically to all future agreements between the parties, unless otherwise agreed in writing.
6. If any provision of these General Terms and Conditions is found to be void or voidable, the remaining provisions shall remain in full force and effect.
7. In the event of a conflict between provisions in an Order and these Terms, the provisions in the Order shall prevail.
8. The Agreement is an agreement to order as defined in Article 7:400 et seq. of the Civil Code. The applicability of Article 7:408 is excluded for (i) Clients who are not natural persons, and (ii) for natural persons acting professionally or businesswise.
9. For products and services, which Follo purchases from third parties for delivery to the Client, Follo may include the terms and conditions of that third party in the Order, by including a hyperlink to those terms and conditions. If the Order for a specific product or service includes the terms and conditions of Follo's supplier, those terms and conditions - instead of these General Terms and Conditions - shall apply to the supply of those products or services. If no direct agreement is concluded between the Client and the third party, the relevant terms and conditions should be read to mean that Follo is the contractor/supplier instead of the third party.

Execution of the Agreement

1. Follo will perform the Agreement as can and may be expected of a reasonable and professionally acting company. Follo does not guarantee any specific result. Any expectations or forecasts about outcomes are indicative and no rights can be derived from them.
2. The delivery times given by Follo for performing the Agreement are indicative. If it is foreseen that the Agreement cannot be completed within the estimated time, the parties shall consult to take appropriate measures. Overruns, regardless of the cause, shall not entitle Client to damages.
3. If phased execution is agreed upon, Follo may delay the start of a subsequent phase until Client has approved the previous phase in writing and paid for it.
4. Follo has the right to engage third parties in the performance of the Agreement.
5. Results of work delivered will be deemed accepted if the Client does not object in writing within 5 working days after delivery. The Client objects by sending a substantiated written complaint to Follo, showing why the delivered result does not comply with the Agreement and what must be done to comply with the Agreement. Follo will repair the defects in the delivered result based on the Client's objection.

Prices and payment terms

1. All prices are exclusive of VAT and other government levies, unless otherwise indicated.
2. Unforeseen additional costs, such as travel and accommodation, external expenses or work, will be reimbursed by the Client.
3. Price indications, estimates and budgets of Follo have an indicative character. No rights can be derived from these.
4. Invoicing for periodic services is done monthly in advance. Project-based work is billed in one or more installment(s) based on progress and efforts made.
5. Payment must be made within 14 days of the invoice date. Payment is made by automatic bank transfer.  In case of a reversal or if payment by automatic bank transfer is not used, Follo will charge €7,50 administration costs.
6. Client shall not be entitled to any deduction, suspension or set-off.
7. Payments by Client shall always be allocated first to interest and costs due and then to the longest outstanding payable invoices, regardless of any indication to the contrary by Client.
8. If Client fails to pay the amounts due in time, Client shall be in default without further notice of default. From the due date, Client will owe statutory commercial interest on the outstanding amount. If Customer remains in default after a reminder, Follo may pass on the claim for collection. In that case, in addition to the outstanding amount, Client will also be liable for all judicial and extrajudicial costs, including the costs of external experts. The extrajudicial costs amount to a minimum of 15% of the amount to be claimed, with a minimum of € 500.
9. Follo has the right to suspend its obligations under the Agreement as long as Client has not fulfilled its payment obligation.
10. Follo reserves the right to pass on price increases as a result of changed taxes, collective bargaining adjustments, social charges or statutory regulations, as well as price changes by third parties Follo has relied on for the execution of the Agreement, if they occur after the signing of the Agreement but before its (partial) completion.
11. Follo has the right during the term of the Agreement to index the prices annually, effective January 1, in accordance with the average consumer price index figure for the previous calendar year, as published by the CBS (CPI All Households).
12. Complaints about invoices, bills and claims sent must be made in writing within 14 days of receipt of the relevant invoice, bill or claim. If this has not been made known in time, they shall be deemed to have been accepted. Such complaints do not suspend the payment obligation.
13. Follo is entitled to invoice on an interim and/or advance basis, apply set-offs and/or require security for fulfillment by the Client.

Modification of the Agreement or additional work

1. If, during performance, it appears that changes in the work to be performed are necessary or desirable, the parties will consult to adjust the Agreement.
2. Client accepts that adjustments to the Agreement may affect the timing of the Agreement.
3. Any additional work, beyond the scope of the Agreement and performed by Follo at the written request of the Client, will be considered additional work and invoiced separately at the then current rates.

Client responsibilities

1. Client shall provide in a timely and complete manner all necessary information and/or (advertising) materials requested by Follo or which Client may reasonably assume to be necessary for the performance of the Agreement, including information with respect to the laws and regulations to be observed by Follo that are specific to Client's industry (including information with respect to advertising bans and information obligations).
2. Follo's quotations and offers, as well as the Agreement concluded thereafter, are based on the information provided by Client. Follo is not liable for any damage caused by relying on incorrect and/or incomplete data and information provided by the Client.
3. If data required for the performance of the Agreement are not provided to Follo in a timely manner, Follo will be entitled to suspend the performance of the Agreement and charge any additional costs resulting from the delay.
4. Follo may provide Client access to third-party services through access rights provided by Follo. If Client uses these, Client must strictly follow the instructions provided by Follo and those third-party service providers. Client shall be liable for and indemnify Follo against any damages resulting from non-compliance with these instructions.
5. To the extent that user names and/or passwords are provided by Follo in the context of the Agreement, Client is responsible for such user names and/or passwords and fully liable for any misuse made of the user names and passwords, unless such misuse is the result of culpable actions by Follo.
6. Client warrants that materials and data provided by it do not infringe any third party rights and indemnifies Follo against any third party claims arising from violation of this warranty.
7. Insofar as work is performed at Customer's premises, Customer shall provide a suitable and safe workplace and ensure that (employees of) Follo are appropriately provided with all facilities and information reasonably required for the proper performance of the Agreement .
8. Client is responsible for proper equipment and facilities that provide access to a network on which Client can receive the services provided by Follo.
9. Client is at all times responsible for compliance with its obligations towards third parties.
10. If Follo, as a result of Customer's failure to provide (timely) accesses to necessary systems or accounts (including but not limited to Google Ads, Meta Business Manager, TikTok business center), is unable to perform the agreed work in full or at all, this will not affect Follo's right to invoice in full the hours reserved or scheduled for such work.
11. If Client fails to fulfill one or more of the obligations mentioned in this article, Follo will be entitled to suspend performance of the Agreement and pass on the resulting costs, including reserved hours, to Client.

Duration and (interim) cancellation (opzegging).

1. The Agreement commences on the date as agreed by the parties in the Agreement and is entered into for an indefinite period, unless otherwise agreed in writing.
2. Open-ended contracts can be cancelled after the minimum term of 12 months has elapsed and subject to three months' notice. Fixed-term agreements cannot be cancelled prematurely.
3. The Client may cancel the Agreement in writing (e-mail) only.
4. Notwithstanding cancellation rights elsewhere in this Agreement, portions thereof where the parties have agreed that Follo shall incur obligations with third parties may be cancelled only upon cancellation of such obligations with such third parties.
5. Follo is entitled to cancel the Agreement, without judicial intervention and without being liable for any form of compensation, in whole or in part, with immediate effect, in case of bankruptcy, suspension of payments, shutdown or liquidation of the Client and if the decisive control of the Client's company changes.
6. The following articles shall survive termination of the Agreement: Article 1; paragraph 6.6;  Article 7 ; Article 9 ; Article 10 ; Article 11 ; Article 13 ; Article 14.

IP rights

1. Unless otherwise provided in the Agreement, Follo shall retain all IP Rights created by Follo's services and work and to any materials or information provided by Follo.
2. No provision in the Agreement implies transfer of IP Rights. Client is granted a non-exclusive, non-transferable right to use the results delivered to Client, limited to the purposes and conditions set forth in the Agreement. This right of use is limited to the geographical area targeted by Follo's services. Client may not remove or change any indications about IP Rights.
3. Client shall indemnify Follo against all claims of third parties based on the assertion that IP Rights to publications provided to Follo by or on behalf of Client belong to such third parties.
4. Follo may use the results of services rendered, and materials used, such as designs, films, software and reports, for its own promotion and publicity, unless otherwise agreed in writing.
5. Follo may implement technical protection measures in the delivered results.
6. For violation of article 7, the Client will forfeit a penalty of €5,000 per violation and €1,000 per day for continued violation, without prejudice to Follo's right to additional damages, including judicial and investigative costs.

Privacy

1. If, in performing the services, Follo processes personal data of customers of Client, Follo shall act as a "processor" and Client as "data controller" within the meaning of the General Data Protection Regulation (GDPR).
2. The Order will include the categories of personal data being processed.
3. Follo will provide adequate security measures for processing personal data on behalf of Client.
4. Follo ensures that only authorized personnel committed to confidentiality are granted access to personal data.
5. Follo will only engage sub-processors named in the Order and agreed to by the Client. Follo enters into agreements with such sub-processors that provide at least the same protection of personal data as this Agreement. Subprocessors outside the EU are explicitly designated in the Order and the risks, and measures to mitigate them, are detailed in the Order.
6. Follo only processes personal data on behalf of the Client based on written instructions from the Client, unless processing is otherwise required under EU law or the law of EU member states.
7. Client has the right to have an audit performed by a certified GDPR auditor, at most once a year and only with at least three months' notice. The cost of the audit will be borne by Client. The time spent by Follo personnel on the audit will be charged to the Client at then current hourly rates. If several of Follo's clients announce similar audits, Follo may require those clients to have one audit conducted jointly. Follo will in that case inform the relevant Clients thereof and put them in contact with each other. The Client will in that case be obliged to enter into that cooperation in order to have the audit carried out.
8. The Client is responsible for complying with the GDPR requirements regarding transparency, correction, deletion and disclosure of personal data. Follo will, where required, cooperate with the Client to comply with these requirements.
9. Follo shall immediately report to Client any unauthorized access to personal data (breach) that it detects and provide all necessary cooperation to minimize the extent and effects of the personal data breach.

Confidentiality

1. The parties shall treat all information, facts, and circumstances they obtain from each other in any form - written, oral, electronic, or tangible - including but not limited to software, source codes, programs, applications, customer data, know-how, technical specifications, and documentation ("Confidential Information") as strictly confidential and shall keep it secret during the term of the Agreement and for 2 years after the end of the Agreement.
2. Confidential Information may only be used for the purposes for which it is provided and parties will observe appropriate duty of care and safeguard. Confidential Information will only be shared with employees and subcontractors to the extent necessary within the framework of the performance of the Agreement. The same confidentiality obligations must be imposed on them as included in these General Terms and Conditions.
3. Confidentiality obligations lapse if (i) information was demonstrably already in the public domain at the time of receipt, (ii) became publicly available without the action of the receiving party, (iii) was lawfully obtained from third parties without any obligation of confidentiality, (iv) is required to be disclosed by law or regulation or pursuant to a court order and the providing party has notified the other party of such mandatory disclosure, or (v) has been disclosed with the approval of the providing party.
4. For violation of article 9, the Client will forfeit a penalty of €5,000 per violation or €1,000 per day for continued violation, without prejudice to Follo's right to additional damages, including judicial and fixing costs.

Exclusivity and non-competition

1. Client grants Follo exclusivity for the agreed Orders during the term of the Agreement.
2. Client and/or affiliates may not, during the Agreement and for 2 years thereafter, employ or otherwise, directly or indirectly, employ Follo employees who have been involved in the performance of the Agreement, without Follo's written consent.
3. For violation of paragraph 2 of this article, the Client shall forfeit a penalty of €70,000 per violation and €1,000 per day that the violation continues from the date of notification until the termination of the violation, without prejudice to Follo's statutory right to claim damages if and to the extent the damages exceed the forfeited penalties. Such damages shall expressly include any court costs and other expenses incurred by Follo in ascertaining the violation and establishing liability. 

Liability

1. With the exception of willful misconduct, gross negligence on Follo's part, its total liability due to an attributable shortcoming in the fulfillment of the Agreement, in tort or for any other reason, shall be limited to the amount invoiced under the relevant Agreement in the year immediately preceding the event causing the damages, or, in the first year, the estimated amount to be invoiced in the first year, or €75,000, whichever is less. A series of related shortcomings shall be considered one shortcoming.
2. Liability for damages due to death, bodily injury or due to material damage to property shall never exceed €1,000,000 in total.
3. The liability for reputational damage, loss of profit, missed savings, diminished goodwill, damage due to business interruption, damage as a result of a data breach, damage as a result of claims from customers of the Client or other third parties, damage in connection with the use of goods, materials or software of third parties prescribed by the Client to Follo or with the engagement of third parties prescribed by the Client to Follo, is excluded. Also excluded is Follo's liability due to mutilation, destruction or loss of data or documents.
4. Damage covered by Client's insurance shall not be covered by Follo's liability.
5. To establish any right to compensation, Client shall report the damage as soon as possible, but in any case within 14 days of becoming aware of it. This report must be made in writing to Follo. If Follo is not notified within this period, any liability and compensation for damages in connection with such damage will lapse. Any claim for damages against Follo will expire after 6 months after the claim arises, unless this limitation period is interrupted. 

Force majeure

1. Force majeure is defined as any circumstance not reasonably attributable to the non-performing party, including but not limited to interruptions in the supply of electricity, strikes, excessive employee absenteeism due to illness or other (temporary) staff shortages, government measures, fire, natural disasters, floods, shortcomings of third parties, limitations or changes in the functioning or availability of third-party systems on which Follo's services are based, such as Google, Meta, TikTok or similar platforms, disruptions in the internet connection and other unforeseen circumstances.
2. If the force majeure continues for at least 30 days, the parties are entitled to cancel the Agreement in whole or in part, without being liable for compensation for any damages. 

Transfer of rights and obligations

1. The rights and obligations under the Agreement may be transferred by Follo to third parties. Client is not authorized to do so. 

14. Applicable law and jurisdiction
    1. The Agreement is governed by Dutch law.
    2. Applicability of the Vienna Sales Convention (also known as "CISG") is excluded.
    3. All disputes arising from the Agreement or any further agreements that may result therefrom shall in the first instance be settled exclusively by the Utrecht District Court.