Terms & Conditions
These General Terms and Conditions (“Terms”) apply to all services provided by NRTH.
These General Terms and Conditions (“Terms”) apply to all services provided by NRTH (“NRTH”, “we”, “us”).
1. Definitions
- Agreement: any agreement between NRTH and the Client regarding the provision of Services, including proposals, quotes, statements of work, and retainer arrangements.
- Client: any legal entity or natural person acting in the course of a business that enters into an Agreement with NRTH.
- Services: all services provided by NRTH, including but not limited to advertising, media buying, performance marketing, creative production, strategy, consulting, automation, and related services.
- Deliverables: the specific work products created by NRTH for the Client under an Agreement, such as ad creatives, copy, landing pages, and reports.
- Platforms: third-party advertising, analytics, or technology platforms used in the performance of the Services, such as Meta, Google, TikTok, and comparable services.
2. Applicability
2.1 These Terms apply to all offers, quotes, proposals, and Agreements between NRTH and the Client.
2.2 The applicability of any general or purchase terms of the Client is expressly rejected.
2.3 Deviations from these Terms are only valid if agreed in writing.
2.4 NRTH provides Services exclusively to business clients (B2B). These Terms are not intended for consumers.
2.5 If any provision of these Terms is invalid or unenforceable, the remaining provisions remain in full force. The invalid provision will be replaced by a valid provision that most closely reflects its intent.
3. Offers and Formation of the Agreement
3.1 All offers and quotes are valid for 30 days unless stated otherwise and are without obligation.
3.2 An Agreement is formed when the Client accepts an offer in writing (including by email), or when NRTH commences performance of the Services at the Client’s request.
3.3 Estimates of results, budgets, timelines, or performance metrics in offers are indicative only and do not constitute guarantees.
4. Performance of the Services
4.1 NRTH will perform the Services with due care and professional skill. All obligations of NRTH are best-efforts obligations (inspanningsverplichtingen), not obligations of result.
4.2 NRTH does not guarantee any specific outcome, including but not limited to: advertising performance, return on ad spend (ROAS), cost per lead or acquisition, lead volume or quality, conversion rates, rankings, reach, or revenue.
4.3 NRTH may engage third parties in the performance of the Services.
4.4 Timelines communicated by NRTH are indicative and never constitute strict deadlines (fatale termijnen), unless expressly agreed in writing.
5. Advertising Platforms and Media Budget
5.1 Campaigns are run either (a) through advertising accounts, pixels, and related assets provided by the Client, or (b) through advertising accounts, pixels, business managers, datasets, and related assets owned and operated by NRTH, as agreed per Agreement. In both cases, media spend is charged by the Platforms directly to the Client’s own payment method unless agreed otherwise in writing, and the Client is at all times responsible for the payment of media spend to the Platforms.
5.2 All advertising accounts, pixels, business managers, datasets, conversion APIs, audiences, campaign structures, historical campaign data, and machine-learning optimization built up in NRTH-owned assets remain at all times the exclusive property of NRTH, also after termination of the Agreement. The Client acquires no right to transfer, access, or continued use of such assets or the data contained in them, unless expressly agreed otherwise in writing. Upon termination, NRTH will provide the Client with a reasonable export of campaign performance reports relating to the Client’s campaigns.
5.3 Where the Client provides its own advertising accounts, pixels, and related assets, these remain the property of the Client. Clause 9.2 applies to campaign structures, methods, and know-how applied by NRTH within such Client assets.
5.4 The Client acknowledges that the Services depend on Platforms over which NRTH has no control. NRTH is not responsible or liable for:
- rejection, disapproval, or removal of ads, accounts, or assets by a Platform;
- suspension, restriction, or termination of advertising accounts, pages, pixels, or business managers;
- changes to Platform policies, algorithms, auction dynamics, pricing, features, or APIs;
- loss or degradation of tracking, attribution, or measurement capabilities (including changes related to operating systems, browsers, cookies, or privacy regulations);
- downtime, errors, or data loss on the part of any Platform.
5.5 The Client is responsible for compliance of its business, products, services, offers, and claims with applicable laws and Platform policies. NRTH may refuse or suspend work on campaigns that, in its reasonable opinion, violate laws or Platform policies.
5.6 Upon termination of the Agreement, the Client remains the owner of the advertising accounts and associated assets it has provided itself, and NRTH will reasonably cooperate with the transfer of access to those Client assets. NRTH-owned assets as described in clause 5.2 are excluded from any transfer.
6. Client Obligations
6.1 The Client will provide NRTH in a timely manner with all information, materials, access (including to advertising accounts, websites, analytics, and tracking), approvals, and feedback reasonably required for the performance of the Services.
6.2 The Client warrants that all materials it provides (including trademarks, images, video, copy, product data, and customer data) are accurate and do not infringe the rights of third parties, and indemnifies NRTH against all third-party claims in that respect.
6.3 If the performance of the Services is delayed because the Client fails to meet its obligations, any agreed timelines will be extended accordingly and NRTH may charge the resulting additional costs. Agreed fees, including retainer fees, remain payable during such delay.
7. Fees and Payment
7.1 All fees are exclusive of VAT and, unless agreed otherwise, exclusive of media spend, third-party costs, software licenses, and stock or production costs.
7.2 NRTH invoices retainer fees monthly in advance and project fees as agreed in the relevant offer. NRTH may require advance payment before commencing work.
7.3 Payment terms are 14 days from the invoice date, without any right of set-off or suspension by the Client.
7.4 If the Client fails to pay on time, the Client is in default by operation of law. From that moment, the Client owes the statutory commercial interest (wettelijke handelsrente, Art. 6:119a of the Dutch Civil Code) and extrajudicial collection costs.
7.5 NRTH may suspend the Services, including pausing campaigns, if the Client is in default of payment. NRTH is not liable for any damage resulting from such suspension.
7.6 NRTH may adjust its fees annually. For ongoing retainer arrangements, fee adjustments will be announced at least one month in advance.
8. Term and Termination
8.1 Agreements for a fixed project end upon completion of the project. Retainer Agreements are entered into for the initial term stated in the offer and, unless agreed otherwise, are subsequently renewed for successive periods of one month.
8.2 After the initial term, either party may terminate a retainer Agreement in writing with a notice period of one calendar month.
8.3 Either party may terminate the Agreement with immediate effect if the other party materially breaches the Agreement and fails to remedy the breach within 14 days of written notice, or in the event of the other party’s bankruptcy, suspension of payments, or cessation of business.
8.4 Upon termination, all amounts owed for Services performed up to the termination date become immediately due and payable. Prepaid retainer fees for periods after the effective termination date will be refunded pro rata, except in the case of termination by NRTH for cause under clause 8.3.
9. Intellectual Property
9.1 Upon full payment of all amounts due under the Agreement, NRTH assigns to the Client the intellectual property rights in the Deliverables specifically created for the Client, to the extent such rights are capable of assignment and are held by NRTH.
9.2 NRTH retains all rights to its methods, know-how, tools, templates, software, frameworks, and generic materials, including improvements developed during the Agreement. NRTH may use general knowledge and experience gained for other clients.
9.3 Deliverables may include content generated in whole or in part using artificial intelligence tools. The Client acknowledges that (i) the scope of intellectual property protection for AI-generated content may be limited or uncertain under applicable law, and (ii) NRTH does not warrant that such content is registrable or protectable as intellectual property. Such content is provided “as is” in this respect.
9.4 Third-party materials (including stock assets, fonts, music, and software) are subject to the license terms of the relevant third party. NRTH does not assign rights in third-party materials.
9.5 NRTH may include the Client’s name, logo, and non-confidential campaign results in its portfolio and marketing, unless the Client objects in writing.
10. Confidentiality
10.1 Each party will keep confidential all non-public information of the other party obtained in connection with the Agreement and will use it only for the performance of the Agreement.
10.2 This obligation does not apply to information that is publicly available, was already lawfully known, or must be disclosed by law or court order.
10.3 This clause survives termination of the Agreement for a period of two years.
11. Data Protection
11.1 Each party will comply with applicable data protection laws, including the GDPR.
11.2 Where NRTH processes personal data on behalf of the Client, the parties will enter into a data processing agreement. In the absence of a separate data processing agreement, NRTH will process such personal data only on the Client’s instructions, implement appropriate security measures, and assist the Client as reasonably required under Art. 28 GDPR.
11.3 The Client warrants that it has a valid legal basis for all personal data it provides to NRTH or makes available through its systems and accounts (including customer lists and audiences used for advertising), and indemnifies NRTH against claims arising from the Client’s failure to do so.
12. Liability
12.1 NRTH’s total aggregate liability under or in connection with the Agreement is limited to the fees (excluding media spend and third-party costs) actually paid by the Client to NRTH in the three months preceding the event giving rise to the liability, with a maximum of the amount paid out under NRTH’s liability insurance in the relevant case, if applicable.
12.2 NRTH is not liable for indirect or consequential damage, including lost profits, lost revenue, lost savings, loss of data, loss of goodwill, or business interruption, nor for damage resulting from the matters described in clause 5.4.
12.3 NRTH is not liable for damage caused by inaccurate or incomplete information or materials provided by the Client, or by decisions made by the Client based on reports or advice provided by NRTH.
12.4 The limitations in this clause do not apply in the event of intent or deliberate recklessness (opzet of bewuste roekeloosheid) on the part of NRTH’s management.
12.5 Any claim against NRTH lapses 12 months after the Client became aware, or reasonably should have become aware, of the damage.
13. Force Majeure
13.1 NRTH is not obliged to perform any obligation if prevented by force majeure, including: failures of Platforms or other third parties, internet or hosting outages, cyber incidents, power failures, government measures, epidemics, war, and other circumstances beyond NRTH’s reasonable control.
13.2 If a force majeure situation lasts longer than 60 days, either party may terminate the Agreement in writing, without any obligation to pay damages. Services performed up to that point remain payable.
14. Non-Solicitation
14.1 During the term of the Agreement and for 12 months thereafter, the Client will not directly or indirectly solicit or hire employees or contractors of NRTH involved in the performance of the Services, except with NRTH’s prior written consent.
15. Final Provisions
15.1 NRTH may amend these Terms. Amended Terms apply to new Agreements and, for ongoing retainer Agreements, one month after notification to the Client.
15.2 The Client may not assign its rights and obligations under the Agreement without NRTH’s prior written consent.
15.3 The Agreement and these Terms are governed by Dutch law.
15.4 Any disputes will be submitted exclusively to the competent court in the district where NRTH has its registered office, unless mandatory law provides otherwise.
NRTH
Website: https://nrthagency.com
Email: hello@nrthagency.com
End of General Terms and Conditions