Collaboration Rules

Article 1: Applicability

1.1 These terms and conditions apply to every offer, quotation, and agreement between Expand Your Socials and the client to which Expand Your Socials has declared these terms and conditions applicable, provided that these terms and conditions have not been expressly deviated from in writing by the parties.

1.2 These conditions also apply to agreements with Expand Your Socials for the performance of which third parties must be involved by Expand Your Socials.

1.3 In these terms and conditions, social media is understood to mean: all internet applications that make it possible to share information in the form of text, sound, images, and music with each other in a user-friendly manner. Online marketing in these terms and conditions means marketing products or services via the internet. Content in this context refers to the content of expressions to be placed on social media, including visual and audio material.

1.4 Deviations and additions to these general terms and conditions are only valid if they have been agreed upon in writing between the parties.

1.5 The applicability of any purchasing or other conditions of the client is expressly rejected.

1.6 If any provision of these general terms and conditions is null or voided, the remaining provisions of these general terms and conditions will remain in full force. Expand Your Socials and the client will then consult in order to agree on new provisions to replace the null or voided provisions, whereby the purpose and scope of the original provisions will be taken into account as much as possible.

1.7 If there is any ambiguity as to the interpretation of one or more provisions of these general terms and conditions, the interpretation shall take place 'in the spirit' of these provisions.

1.8 If a situation arises between the parties that is not regulated in these general terms and conditions, this situation must be assessed 'in the spirit' of these general terms and conditions.

1.9 If Expand Your Socials does not always require strict compliance with these conditions, this does not mean that the provisions thereof are not applicable, or that Expand Your Socials would lose the right to demand strict compliance with the provisions of these conditions in other cases.

Article 2: Quotations and offers

2.1 The client is responsible for the accuracy and completeness of the data provided by or on behalf of him to Expand Your Socials on which Expand Your Socials bases its offer. The client always takes the utmost care to ensure that the requirements that Expand Your Socials must meet in performing the services are correct and complete.

2.2 All quotations and offers from Expand Your Socials are without obligation unless the quotation specifies a term for acceptance. If no acceptance period is specified, no rights can be derived from the quotation or offer if the product to which the quotation or offer relates is no longer available in the meantime.

2.3 Expand Your Socials cannot be held to quotations or offers if the client can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or clerical error.

2.4 If the acceptance (whether or not on subordinate points) deviates from the offer included in the quotation or offer, Expand Your Socials is not bound by it. The agreement will not then be concluded in accordance with this deviating acceptance unless Expand Your Socials indicates otherwise.

2.5 A composite quotation does not oblige Expand Your Socials to perform part of the assignment against a corresponding part of the stated price. Offers or quotations are not automatically valid for future orders.

Article 3: Price, payment, and collection costs

3.1 All prices on the website are exclusive of 21% VAT.

3.2 If the client consists of several natural persons and/or legal entities, each of those persons is jointly and severally liable to pay the amounts due under the agreement.

3.3 If there is a periodic payment obligation of the client, Expand Your Socials is entitled to adjust the applicable prices and rates in writing, subject to a notice period of three months. If the client does not agree to such an adjustment, the client is entitled to terminate the agreement in writing within thirty days after the notification, effective from the date on which the adjustment would take effect. However, the client does not have the right to terminate the agreement in this way if it has been agreed between the parties that the applicable prices and rates can be adjusted with an agreed index or other benchmark.

3.4 All invoices must be paid by the client in accordance with the payment terms stated on the invoice (such as currency). In the absence of specific terms, the client must pay within fourteen days of the invoice date by depositing the amount into a bank account specified by Expand Your Socials, stating the invoice number. Monthly amounts are invoiced every month on the same day after approval or purchase.

3.5 The client is not entitled to set off any amounts due.

3.6 If the client does not pay the amounts due or does not pay them on time, the client, without any reminder or notice of default being required, owes statutory commercial interest on the outstanding amount. If the client remains negligent in payment, Expand Your Socials is entitled to return the claim to a third party. In that case, the client is also obliged to reimburse all extrajudicial and judicial costs, including the costs calculated by external experts in addition to the invoice amount and the interest.

3.7 In the event of liquidation, bankruptcy, seizure, or suspension of payment of the client, the claims of Expand Your Socials on the client are immediately due and payable.

3.8 If the client refuses to cooperate with Expand Your Socials in the execution of the agreement, Expand Your Socials is entitled to suspend the execution of the agreement and the client is obliged to compensate the resulting damage to Expand Your Socials.

Article 4: Research, advertising, and work

4.1 The client is solely responsible for the content of the instructions and material provided by him to Expand Your Socials.

4.2 Expand Your Socials is not obliged to check the content of the instructions and materials provided by the client. However, Expand Your Socials is entitled to refuse, change or remove material or information, or cancel the agreed service if it is contrary to these general terms and conditions, the law, morality, public order, or third-party rights.

4.3 Expand Your Socials will make every effort to execute the agreed services with due care, in accordance with the requirements of good workmanship, and on the basis of the state of the art. The activities to be performed by Expand Your Socials are a best-efforts obligation.

4.4 Expand Your Socials does not guarantee that the services will lead to the desired result. If agreed and where possible, Expand Your Socials will make an effort to optimize the results, but the actual results may vary.

4.5: If Expand Your Socials does not receive the requested information, Expand Your Socials will allocate time to other activities if possible. If this is not possible, Expand Your Socials will suspend its services until the requested information is received. Expand Your Socials will still send an invoice with the price agreed upon in the quotation, even if no activities have been performed because the client has not provided the correct information for any reason.

Article 5: Commencement, duration, amendment, and termination of the agreement

5.1 Unless a start date is included in the agreement, an agreement is concluded on the day Expand Your Socials receives the signed agreement from the client.

5.2 Unless a termination date is included in the agreement, an agreement for (support of) online marketing has a minimum term of at least 3 months and is automatically extended by one month each month. The agreement can be terminated at any time after 3 months, with a notice period of one month, unless the collaboration is extended with a six-month period after the initial 3 months, subject to a notice period of one month. This month starts on the date on which the next contract month begins. The agreement between Expand Your Socials and the client is initially entered into for 3 months, then for 6 months or an indefinite period, and is monthly terminable according to the terms of the notice period, unless otherwise agreed upon in writing by the parties or as required by the nature of the agreement.

5.3 If it becomes necessary to change or supplement the agreement for proper execution during the performance of the agreement, the parties will timely and mutually adjust the agreement. If the nature, scope, or content of the agreement, whether at the request or instruction of the client, the competent authorities, etc., is changed and this results in a qualitative and/or quantitative change in the agreement, this may have consequences for what was originally agreed upon. This can also result in an increase or decrease in the originally agreed-upon amount. Expand Your Socials will provide a price quote as much as possible in advance. As a result of a change in the agreement, the originally stated term of execution may also be changed. The client accepts the possibility of a change in the agreement, including the change in price and term of execution.

5.4 If a price increase of more than 30% is exceeded or if the activities of either party conflict with the law or good morals, both the client and the contractor are entitled to terminate the agreement immediately.

5.5 If the agreement is amended, including an addition, Expand Your Socials is entitled to implement it only after approval has been given by the authorized person within Expand Your Socials and the client has agreed to the price and other conditions specified for the implementation, including the then-determined time for implementation. Failure or delay in implementing the amended agreement does not constitute a breach of contract by Expand Your Socials and does not entitle the client to terminate or cancel the agreement.

5.6 Without being in default, Expand Your Socials may refuse a request to amend the agreement if this could have consequences, qualitatively and/or quantitatively, for example, for the work to be performed or the goods to be delivered in that context.

5.7 If the client fails to fulfill its obligations towards Expand Your Socials, the client is liable for all damages incurred directly or indirectly by Expand Your Socials.

5.8 If the agreement is executed in phases, Expand Your Socials may suspend the execution of those parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.

Article 6: Confidentiality

6.1 Parties shall ensure that all information received from the other party, which they know or reasonably ought to know is of a confidential nature, remains confidential. The party receiving confidential information shall only use it for the purpose for which it was provided. Data shall be considered confidential if so designated by either party. In order to carry out the work properly, the data will be treated confidentially by 2 colleagues of Expand Your Socials who have signed the cooperation agreement stating that the information will be treated confidentially.

Article 7: Intellectual Property Rights

7.1 Expand Your Socials retains, unless otherwise agreed, the intellectual property rights to the texts, designs, images, drawings, sketches, and all other plans and ideas that have come to the client's knowledge in the context of the assignment. The client must handle this data/information in such a way that it cannot be improperly used by third parties. Accordingly, the client shall use the designs only as agreed and shall, if applicable, mention the full name of the contractor in its publications/statements.

7.2 Expand Your Socials reserves the right to use the knowledge gained through the performance of the work for other purposes, provided that no confidential information is disclosed to third parties thereby.

7.3 Expand Your Socials reserves the right to use parts of developed content in later projects.

7.4 Expand Your Socials and any subcontractors (third parties) reserve the right to use the content developed for the client wholly or partially for promotional, acquisition, and/or demonstration purposes.

7.5 The client is responsible for ensuring that no third-party rights oppose the provision to Expand Your Socials of materials for the purpose of use, editing, installation, or incorporation. The client indemnifies Expand Your Socials against claims from third parties regarding any infringement of intellectual property rights of those third parties.

Article 8: Termination and Termination of the Agreement

8.1 If the client cancels the assignment in whole or in part after an agreement has been concluded, Expand Your Socials is entitled to invoice all costs incurred in connection with that assignment to the client, with a minimum of 50% of the remaining (balance) value of the full order value. After payment of the costs, Expand Your Socials will hand over what has already been developed in the context of that assignment to the client, subject to the other provisions of these terms and conditions.

8.2 If the client fails to fulfill its obligations, Expand Your Socials has the right to suspend the execution of the agreement in whole or in part and to invoice the costs incurred thereby at its usual rates, without prejudice to Expand Your Socials' right to exercise any other legal and/or agreed rights.

8.3 Exceeding a (delivery) term or (delivery) date does not automatically put Expand Your Socials in default. In all cases, Expand Your Socials will only be in default due to exceeding the time limit after the client has notified Expand Your Socials in writing of the default. The notice of default must contain as complete and detailed a description of the breach as possible. Expand Your Socials must be given a reasonable period to still fulfill the agreement.

8.4 If one of the parties fails to fulfill an obligation after written notice from the other party, the other party is entitled, without further notice of default or judicial intervention, to terminate the relevant agreement immediately, and without being obliged to compensate the other party for any damages, by registered letter, without prejudice to the right of the terminating party to exercise any other legal rights and without prejudice to Expand Your Socials' right to payment for goods already delivered, services rendered, and/or services provided.

8.5 Each party may terminate the agreement in whole or in part in writing without notice if the other party – provisionally or otherwise – is granted a moratorium on payments, if bankruptcy is applied for with regard to the other party, if the business of the other party is liquidated or terminated other than for the purpose of reconstruction or merger of businesses, or if the decisive control over the client's business changes. Expand Your Socials is never obliged to refund any funds already received due to this termination. In the event of the client's bankruptcy, the right to use software, websites, and similar items provided to the client shall expire automatically.

8.6 If the client terminates the contract for any reason and wishes to terminate the collaboration but there is still a contract for a specified period, Expand Your Socials is entitled to 10% of the amount that would be invoiced in the coming months. This must be paid in one installment by means of an invoice from Expand Your Socials.

Article 9: Liability of Expand Your Socials

9.1 Among others, Instagram, TikTok, Facebook, Linkedin, YouTube, Pinterest, Google, and Twitter are external, open-source web applications. Expand Your Socials is not liable for errors in these systems or functionalities.

9.2 Any liability of Expand Your Socials due to an attributable failure to perform the agreement or for any other reason is limited to compensation for direct damages up to a maximum of once the monthly invoice value (excluding VAT), but in all cases only to the extent that the damage is covered by the liability insurance of Expand Your Socials.

9.3 Direct damage shall exclusively be understood to mean the reasonable costs incurred in determining the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred to remedy the defective performance of Expand Your Socials under the agreement, insofar as these can be attributed to Expand Your Socials, and reasonable costs incurred to prevent or limit damage, provided that the client demonstrates that these costs have led to a limitation of direct damage as referred to in these general terms and conditions. For damages, including but not limited to loss of profit and/or consequential damages, which are an indirect consequence of the goods and/or services provided by Expand Your Socials, Expand Your Socials, except in case of intent or gross negligence, shall only be liable up to the amount that Expand Your Socials' insurer pays out for such damages.

9.4 The exclusions and limitations referred to in this article shall lapse if and to the extent that the damage is the result of intent or willful recklessness on the part of employees of Expand Your Socials.

9.5 Unless performance by Expand Your Socials is permanently impossible, liability of Expand Your Socials due to attributable failure to perform shall only arise if the client promptly notifies Expand Your Socials in writing of the default, specifying a reasonable period for remedying the default, and Expand Your Socials continues to fail to perform its obligations after that period. The notice of default must contain a detailed description of the default, enabling Expand Your Socials to respond adequately.

9.6 A condition for the emergence of any right to compensation is that the client reports the damage to Expand Your Socials in writing within 96 hours of its occurrence.

9.7 The provisions of this article as well as all other exclusions and limitations of liability mentioned in these general terms and conditions shall also apply to the benefit of all (legal) persons engaged by Expand Your Socials in the performance of the agreement.

Article 10: Force Majeure

10.1 None of the parties shall be obliged to fulfill any obligation if prevented from doing so as a result of force majeure, meaning: a failure that cannot be attributed to one of the parties and is not due to its fault and does not come at its expense under the law, legal acts, or in the normal course of business. In the event of force majeure, the relevant party shall inform the other party in writing, stating the cause, nature, expected duration of the force majeure, and the provisions of the agreement that cannot be fulfilled as a result thereof. The execution of the relevant provisions shall be suspended during force majeure.

10.2 Force majeure shall also include: (I) force majeure of suppliers of Expand Your Socials (II) defects in goods, equipment, software or materials of third parties prescribed for use by the client to Expand Your Socials, (III) government measures, (IV) power failure, internet failure, network or telecommunication facilities failure, (V) war, occupation, strike, and general transport problems.

10.3 If the force majeure situation lasts longer than two months, the parties shall attempt to reach an agreement on the modification of the provision(s) of the agreement suspended due to force majeure. In the absence of such agreement within one month, either party may terminate this agreement without being obliged to pay any compensation to the other party. Expand Your Socials, however, retains the right to payment for goods already delivered, services rendered, and/or services provided.

Article 11: Amendment and Additional Work

11.1 If Expand Your Socials, at the request or with the prior consent of the client, has performed work or other services that fall outside the scope of the agreed-upon work and/or services, these work or services shall be compensated by the client according to the agreed-upon rates, and in the absence thereof, according to the usual rates of Expand Your Socials. Expand Your Socials is never obligated to comply with such a request and may require a separate written agreement for this purpose.

11.2 The performance of work or services as referred to in this article may affect the agreed-upon or expected completion time of the service provision and the mutual responsibilities of the parties. The fact that additional work arises (demand for) during the performance of the agreement shall never constitute grounds for termination or dissolution of the agreement by the client.

11.3 Expand Your Socials shall inform the client about the financial consequences of the additional work or services as referred to in this article.

Article 12: Indemnification

The client indemnifies Expand Your Socials against any claims from third parties that suffer damage in connection with the performance of the agreement and for which the cause is attributable to parties other than Expand Your Socials. If Expand Your Socials is held liable by third parties for this reason, the client shall be obliged to assist Expand Your Socials both extrajudicially and judicially and to take all measures that may reasonably be expected of him in that case without delay. If the client fails to take adequate measures, Expand Your Socials is entitled, without notice of default, to take such measures itself. All costs and damages incurred by Expand Your Socials and third parties as a result thereof shall be fully borne by the client.

Article 13: Applicable Law and Disputes

13.1 The District Court in the district of Amsterdam shall have exclusive jurisdiction to hear disputes arising out of or relating to agreements between Expand Your Socials and the client.

13.2 Parties shall only resort to the courts after they have made every effort to settle a dispute amicably.

In these terms and conditions, "online applications" are understood to mean all internet applications that enable the sharing of information in the form of text, sound, images, and music in a user-friendly manner. "Online marketing" in these terms and conditions refers to the marketing of products or services via the internet. "Content" in this context refers to the content of postings on social media, including visual and audio materials.