Terms And Conditions Adexcelerate

These terms and conditions apply to all quotations, assignments and contracts between AdExcelerate and business clients. AdExcelerate provides exclusively B2B services.

Article 1 – Definitions

1.1 Contractor: AdExcelerate, sole proprietorship of Bastiaan Heerkens.
1.2 Client: The business party that uses the services of AdExcelerate.
1.3 Services: All activities offered by AdExcelerate, including AdTech advice, technical implementations, interim assignments and training.
1.4 Agreement: The assignment agreement concluded between Contractor and Client.

Article 2 – Applicability and B2B nature

2.1 These conditions apply to all offers, quotations, services and agreements of AdExcelerate.
2.2 Purchase or other conditions of Client are expressly rejected.
2.3 Deviations are only valid if agreed in writing. provision proves invalid, other provisions remain unaffected; parties replace the invalid provision with a provision of similar purport.
2.5 Parties expressly declare that Client acts exclusively in the exercise of profession or business. Consumer rights do not apply.

Article 3 – Formation of the agreement

3.1 Quotations are non-binding, unless expressly stated otherwise.
3.2 An agreement is formed after written acceptance by Client or by actual commencement of work by Contractor.
3.3 Changes must be agreed in writing and may have consequences for price and planning.

Article 4 – Performance of the assignment

4.1 Contractor performs the assignment to the best of its insight and ability (best efforts obligation).
4.2 Contractor independently determines the manner of performance; there is no employment relationship (DBA Act).
4.3 Soft targets – Any KPIs (e.g. CPM, CTR, ROI) apply exclusively as target figures. Contractor is not liable for not achieving them, except in case of intent or gross negligence.
4.4 Client ensures timely, correct delivery of all necessary information and materials.

Article 5 – Independence / DBA Act

5.1 Parties conclude an assignment agreement pursuant to art. 7:400 Dutch Civil Code; no employment contract.
5.2 Contractor takes care of fiscal and social contributions itself.
5.3 If desired, parties work on the basis of a model agreement to prevent disguised employment.

Article 6 – Involvement of third parties / Replacement

6.1 Contractor may involve third parties or have itself replaced, provided this is reported in advance.
6.2 Contractor remains responsible for quality and compliance.

Article 7 – Client obligations

7.1 Client provides timely access to all data, access and authorities that are necessary.
7.2 If personal data is provided, Client indemnifies AdExcelerate against claims from third parties, unless there is reprehensible conduct by AdExcelerate.

Article 8 – Remuneration and payment

8.1 Rates are exclusive of VAT and other levies.
8.2 Invoicing takes place monthly or after delivery, unless otherwise agreed.
8.3 Payment must be made within 14 days after invoice date.
8.4 In case of late payment, statutory commercial interest is due, increased by extrajudicial collection costs pursuant to § 6:96 Dutch Civil Code.
8.5 Contractor keeps administrative documents for 7 years in accordance with fiscal retention obligation.

Article 9 – Confidentiality

9.1 Parties keep all confidential information secret.
9.2 Confidentiality applies until two years after the end of the agreement and indefinitely for trade secrets.
9.3 In case of breach, the violating party forfeits a directly payable penalty of € 2,500 plus € 250 per day as long as the breach continues, without prejudice to the right to full compensation.

Article 10 – Privacy & GDPR

10.1 When AdExcelerate acts as processor, parties conclude a processing agreement.
10.2 Security incidents are immediately reported to the other party.
10.3 After completion of the assignment, AdExcelerate deletes or returns personal data, unless retention obligation applies.

Article 11 – Intellectual property

11.1 All IP rights to results belong to AdExcelerate, unless otherwise agreed in writing.
11.2 Client obtains a non-transferable licence for internal use.
11.3 Transfer of IP rights takes place exclusively after written agreement and full payment.

Article 12 – Liability and insurance

12.1 AdExcelerate's liability is limited to the invoice value of the relevant assignment, unless there is intent or gross negligence.
12.2 Indirect damage (such as consequential, profit or data loss) is excluded.
12.3 Any claim for compensation expires 12 months after the damage occurred.
12.4 Optional professional indemnity insurance – For assignments with a value above € 25,000, Client may require in advance that AdExcelerate takes out additional PI insurance to the amount of at least the assignment value. The premium costs are then borne by Client. If no additional insurance is agreed, the limitation of article 12.1 applies.

Article 13 – Force majeure

13.1 Force majeure includes, in addition to statutory cases: internet and network conditions, disruptions or policy changes of advertising platforms (e.g. Google, Meta), changes in law or regulation (such as privacy updates from iOS/Android), pandemics and other AdTech-specific impediments.
13.2 In case of force majeure lasting longer than 30 days, parties have the right to terminate the agreement in writing, without obligation to pay compensation.

Article 14 – Duration and termination

14.1 The agreement is concluded for an indefinite period, unless otherwise agreed in writing.
14.2 Parties may terminate in writing with due observance of a notice period of 30 days.
14.3 Upon termination without attributable shortcoming, Client compensates the work already performed and reserved capacity.

Article 15 – AdTech-specific provisions

15.1 Platform dependency – AdExcelerate is not liable for changes in advertising platforms, algorithms or content policies that affect performance.
15.2 Data accuracy – Reports are based on third-party data; AdExcelerate does not guarantee the accuracy of this data.
15.3 Ad fraud & Brand safety – AdExcelerate makes efforts to prevent fraud and unsafe placements, but is not liable for damage resulting from fraudulent traffic or inappropriate context.
15.4 Performance claims – A best efforts obligation applies to all campaign results; performance guarantees are excluded.
15.5 Account suspensions – AdExcelerate is not liable for suspension or termination of client accounts by platforms.

Article 16 – International projects

16.1 Dutch law applies to projects for clients from NL, UK and EU/EEA, unless otherwise agreed in writing.
16.2 For international personal data processing, parties will conclude specific Data Processing Agreements in accordance with GDPR, UK GDPR or other local legislation.
16.3 Client is responsible for compliance with local advertising and privacy rules in its jurisdiction.

Article 17 – Escalation and disputes

17.1 Parties first attempt to resolve disputes amicably.
17.2 If this fails, disputes are submitted to the competent court in Amsterdam, the Netherlands. Dutch law applies.