Terms & conditions.

Article 1. Definitions

The following terms are used in these general terms and conditions:

1. "Organiq Grow": the general partnership Organiq Grow V.O.F., based in Tilburg, registered with the Dutch Chamber of Commerce under number 99312786.
2. "Client": any natural or legal person that enters into an Agreement with Organiq Grow or requests a Quote.
3. "Agreement": any commitment, in whatever form, between Organiq Grow and Client, including all amendments and additions thereto.
4. "Services": all work to be delivered or delivered by Organiq Grow, including but not limited to search engine optimisation (SEO), link building, content creation, Generative Engine Optimization (GEO), Conversion Rate Optimization (CRO), web development, online advertising (SEA / Google Ads / Social Ads) and other online marketing activities.
5. "Quote": any price proposal, offer or proposal issued by Organiq Grow.
6. "Fee": the remuneration owed by Client to Organiq Grow, including any additional work.
7. "In Writing": by letter, email or other electronic means of communication.
8. "Additional Work": work or deliveries falling outside the originally agreed Services.
9. "AI / Artificial Intelligence": automated systems, algorithms, language models or AI agents used to support or perform Services.

Article 2. Applicability

1. These general terms and conditions apply to all Quotes, Agreements and Services of Organiq Grow, unless expressly agreed otherwise In Writing.
2. Deviations from these terms are only valid if and to the extent they have been agreed In Writing, and apply only to the relevant Agreement.
3. The applicability of Client's purchasing or other terms and conditions is expressly rejected.
4. If a provision of these terms is null and void or voidable, the remaining provisions remain in full force. The parties will consult to replace the void provision with one that approximates the original intent as closely as possible.
5. Organiq Grow reserves the right to unilaterally amend these terms. Amended terms apply to new Agreements and, after written notice with a period of 21 days, also to ongoing Agreements.
6. Failure by Organiq Grow to enforce a provision does not constitute a waiver of rights.

Article 3. Quotes and formation of the Agreement

1. All Quotes from Organiq Grow are non-binding and valid for 30 days, unless stated otherwise In Writing.
2. An Agreement is formed by (i) written acceptance of the Quote by Client, (ii) written confirmation of an assignment by Organiq Grow, or (iii) actual commencement of execution by Organiq Grow.
3. Organiq Grow is entitled to revoke an acceptance within 3 business days after receipt.
4. Deviations from or additions to the Quote by Client do not bind Organiq Grow, unless Organiq Grow has accepted them In Writing.
5. Verbal commitments and arrangements only bind Organiq Grow after written confirmation.
6. A composite price quote does not oblige Organiq Grow to perform part of the Services for a proportionate part of the price.
7. Quotes and rates do not automatically apply to future assignments.
8. Organiq Grow is entitled, at its own discretion, to refuse a request to enter into an Agreement.

Article 4. Execution of the Services

1. Organiq Grow performs the Services to the best of its insight, expertise and ability. All Services constitute an obligation of means; not an obligation of result.
2. SEO, GEO, CRO and similar services are by their nature dependent on external factors, including search engine algorithms, competition and market conditions, that lie outside Organiq Grow's sphere of influence. Organiq Grow does not guarantee specific positions, visitor numbers, conversions or other measurable outcomes.
3. Organiq Grow is entitled to have (parts of) the Services performed by third parties, in consultation with Client.
4. Organiq Grow is entitled to use Artificial Intelligence (AI), automated systems and AI agents in performing its Services, both in a supporting and executing role. Client acknowledges that AI-generated output may inherently contain imperfections, and that this does not automatically constitute an attributable shortcoming.
5. Client will timely provide all information, access and cooperation reasonably required for execution. Delays resulting from Client's failure to provide data on time are entirely for Client's account and risk.
6. Organiq Grow is not liable for damages arising because it relied on incorrect or incomplete information provided by Client.
7. If the Services are performed in phases, Organiq Grow may suspend execution of the next phase until Client has approved the results of the previous phase In Writing.
8. Agreed deadlines are indicative, unless expressly designated In Writing as a strict deadline. Exceeding a deadline does not entitle Client to dissolution or damages, unless Organiq Grow continues to fail after a Written notice of default with a reasonable cure period of at least 21 days.
9. Organiq Grow has the right to mention its name on or near the work, website or delivered material.

Article 5. Client's obligations

1. Client warrants the accuracy, completeness and lawfulness of all information, materials and data provided.
2. Client is responsible for obtaining all required permissions (including copyright and image rights) for use of material it provides.
3. Client indemnifies Organiq Grow against third-party claims relating to materials or data provided by Client.
4. Client will notify Organiq Grow free of charge of any changes to its details (address, contact person, billing information). Failure to do so makes Client liable for any related damage.
5. Client is responsible for compliance with all laws and regulations applicable to its business activities, including the GDPR.

Article 6. Rates and Additional Work

1. All rates are exclusive of VAT and other levies, unless expressly agreed otherwise In Writing.
2. If Client requests changes to the agreed Services, or Additional Work proves necessary, Organiq Grow is entitled to invoice this Additional Work separately at the rates then in effect.
3. Organiq Grow informs Client in advance about the Additional Work and the associated costs, unless the urgency or nature of the work reasonably does not allow it.
4. If execution of the Agreement is delayed or impeded by circumstances attributable to Client, Client is obliged to compensate the associated additional costs.
5. Organiq Grow is entitled to increase its prices as a result of rises in wages, material prices, external purchasing costs or other cost-determining factors.

Article 7. Annual indexation

1. Organiq Grow adjusts its rates annually on 1 January based on the most recent year-on-year inflation percentage of the Consumer Price Index (CPI, all households) as published by the Dutch CBS.
2. Organiq Grow applies a minimum annual indexation of 2% and a maximum of 10%, unless exceptional circumstances justify a higher indexation.
3. Organiq Grow notifies Client In Writing of the new rates at least 30 days before the effective date.
4. In the case of an increase of more than 10%, Client has the right to terminate the Agreement In Writing as of the effective date of the increase, provided this is communicated within 14 days after receipt of the notice.

Article 8. Payment terms

1. Invoices must be paid within 14 days of the invoice date, unless agreed otherwise In Writing. For subscriptions and ongoing services, monthly prepayment applies, unless agreed otherwise.
2. If the payment term is exceeded, Client is in default by operation of law, without further notice of default being required. From that moment, contractual interest of 1.5% per month (cumulative) is owed on the outstanding amount.
3. Organiq Grow has the right to apply payments, in this order, to outstanding costs, accrued interest and then the principal.
4. In the event of late payment, Organiq Grow is entitled to suspend or terminate the execution of all ongoing Agreements with immediate effect, without liability for any related damages.
5. If Organiq Grow transfers its claim for collection, all extrajudicial and judicial collection costs are for Client's account, with a minimum of 15% of the outstanding amount and at least €750.00.
6. In the event of bankruptcy, suspension of payments, attachment or liquidation of Client, all claims of Organiq Grow are immediately due and payable.
7. Client has no right to set-off, withholding or suspension of payment, unless Organiq Grow has acknowledged the relevant claim In Writing.
8. Organiq Grow is entitled to require prepayment or security for new or existing Agreements.

Article 9. Duration and termination

1. The duration of the Agreement depends on the type of Service as set out in the Quote or order confirmation.
2. Agreements for a definite term end by operation of law upon expiry of the agreed period. There is no tacit renewal unless expressly agreed In Writing.
3. Agreements for an indefinite term may be terminated by either party with a notice period of 2 (two) calendar months against the end of the month, by registered letter or email with confirmation of receipt.
4. Interim termination by Client of an Agreement for a definite term is not possible, unless Organiq Grow expressly agrees In Writing. In that case, Client owes a fee of 50% of the remaining agreed Fee, without prejudice to Organiq Grow's right to compensation for actual damages suffered.
5. Upon termination, all licences and rights of use granted to Client expire. Client is no longer entitled to use the designs, content or other materials made available.

Article 10. Suspension and dissolution

1. Organiq Grow is entitled to suspend performance of its obligations or to dissolve the Agreement in whole or in part if: (a) Client fails to meet its obligations on time or at all; (b) circumstances arising after the conclusion of the Agreement give Organiq Grow good reason to fear that Client will not perform; (c) Client has been asked to provide security and fails to do so, or does so insufficiently.
2. Organiq Grow is entitled to dissolve the Agreement with immediate effect, without notice of default, if Client is declared bankrupt, files for suspension of payments, has its assets attached, or ceases, liquidates or transfers its business.
3. In the event of suspension or dissolution caused by Client, Organiq Grow is entitled to compensation for all direct and indirect damages, costs and lost income.
4. Organiq Grow can never be held liable for damages arising from a lawful suspension or dissolution.

Article 11. Intellectual property and copyright

1. All intellectual property rights in works produced or developed by Organiq Grow, including but not limited to texts, designs, websites, software, campaign structures, strategy documents, reports, AI agents, workflows and prompts, vest in Organiq Grow, unless expressly agreed otherwise In Writing.
2. Client only obtains a non-exclusive, non-transferable right of use to the delivered works, for the agreed purposes, after full payment of all amounts due.
3. If Organiq Grow develops AI systems, workflows, scripts or similar tools as part of the Services, Client acquires no ownership, exclusivity or copyright in the underlying structures, logic or generic components, unless expressly agreed otherwise In Writing.
4. Organiq Grow retains the right to use acquired knowledge, methodologies and generic components, including after termination of the Agreement, for other assignments, provided no confidential or traceable information of Client is used.
5. Client warrants that materials it provides do not infringe third-party rights and indemnifies Organiq Grow against all third-party claims in this regard.
6. Client is not permitted to reproduce, publish, modify or make available to third parties any delivered works without Organiq Grow's prior written consent.
7. In the event of a breach of this article, Client owes an immediately payable penalty of €10,000.00, increased by €1,000.00 for each day the breach continues, without prejudice to Organiq Grow's right to full compensation.

Article 12. Retention of title

1. All items, designs, files and materials delivered by Organiq Grow remain the property of Organiq Grow until Client has fulfilled all its payment obligations.
2. Client is not entitled to pledge or otherwise encumber items subject to retention of title.
3. Organiq Grow is entitled at all times to repossess delivered items, with Client granting unconditional access to all locations where these items are kept.

Article 13. Liability

1. If Organiq Grow is liable, this liability is limited to what is regulated in this article.
2. Organiq Grow is only liable for direct damage that demonstrably is the direct result of an attributable shortcoming by Organiq Grow.
3. Organiq Grow's liability is in all cases limited to the amount paid out by Organiq Grow's liability insurer. If no payout takes place, liability is limited to the total Fee paid by Client to Organiq Grow in the 3 (three) months preceding the damage-causing event, with an absolute maximum of €5,000.00.
4. Organiq Grow is never liable for: (a) indirect damage, consequential damage, lost profit, missed savings, loss of goodwill or business interruption; (b) damage resulting from incorrect or incomplete information provided by Client; (c) damage arising from the use of AI-generated output; (d) damage caused by acts or omissions of third parties engaged by Organiq Grow; (e) damage due to force majeure.
5. Client is required to notify Organiq Grow of damage In Writing as soon as possible, but no later than 10 (ten) days after it arises. After this period, the right to compensation lapses.
6. Claims against Organiq Grow expire 1 (one) year after Client became aware or could reasonably have become aware of the damage, and in any case 2 (two) years after the damage-causing event.
7. The limitations of liability do not apply if the damage is due to intent or wilful recklessness of Organiq Grow or its management.

Article 14. Complaints

1. Complaints about the Services or invoices must be submitted In Writing, on penalty of forfeiture of rights, within 7 (seven) days of the invoice date or of the discovery of the defect, with a detailed description of the complaint.
2. Submitting a complaint does not suspend Client's payment obligation.
3. If a complaint is well-founded, Organiq Grow will perform the work concerned anyway or grant a reasonable credit, at Organiq Grow's discretion.

Article 15. Confidentiality

1. Both parties are obliged to keep all confidential information they receive in the context of the Agreement strictly confidential vis-à-vis third parties, both during and after the term of the Agreement.
2. Confidential includes in any case: business strategies, customer data, prices, methodologies, results, benchmark data, AI structures and other business-sensitive information.
3. In the event of a breach of the confidentiality obligation, the offending party owes an immediately payable penalty of €25,000.00, increased by €1,000.00 for each day the breach continues, without prejudice to the right to full compensation.
4. Organiq Grow is entitled to disclose confidential information if it is legally or judicially required to do so.

Article 16. Portfolio, case studies and attribution

1. Organiq Grow has the right, after the start of the collaboration, to use Client's company logo on its own website, in marketing material and on social media, unless Client objects to this In Writing.
2. Organiq Grow has the right to publish concise case studies with relative performance figures, without disclosing competitively sensitive or business-sensitive details.
3. For extensive case studies with absolute figures or detailed strategic information, Organiq Grow obtains explicit prior written consent.
4. Organiq Grow has the right to mention its name and/or a link to its website on websites it has built or in delivered content.
5. Organiq Grow may remove references to previous suppliers on Client's website, unless Client objects to this In Writing.

Article 17. Privacy and data protection (GDPR)

1. Client is itself responsible for compliance with the General Data Protection Regulation (GDPR) and other applicable privacy legislation with respect to its own business activities.
2. Organiq Grow does not provide legal guarantees regarding the GDPR compliance of the Services delivered, unless expressly agreed otherwise In Writing.
3. If Organiq Grow installs or configures tracking tools, analytics or consent management platforms (CMP) at Client's request, this is done solely on the basis of Client's instructions. Client remains fully responsible for proper management and legal compliance.
4. Organiq Grow is not liable for fines, sanctions or claims arising from Client's non-compliance with privacy legislation.
5. Organiq Grow's privacy statement applies to the processing of personal data and is available at www.organiqgrow.nl.

Article 18. Force majeure

1. Organiq Grow is not required to perform its obligations if it is prevented from doing so by a circumstance that is not attributable to its fault and that is not for its account under the law, a legal act or generally accepted views.
2. Force majeure includes in any case: war, natural disasters, pandemics, fire, power outages, internet outages, strikes, illness of key personnel, disruptions at suppliers or hosting providers, government measures and changes in search engine algorithms.
3. In the event of force majeure, Organiq Grow's obligations are suspended for the duration of the force majeure.
4. If the force majeure lasts longer than 2 (two) months, both parties have the right to dissolve the Agreement without any obligation to pay damages. Organiq Grow is entitled to compensation for work already performed.

Article 19. Advertising budgets

1. The actually deployed advertising budgets may deviate by up to 30% upwards or downwards from the agreed budgets, depending on market conditions.
2. All advertising budgets (such as for Google Ads, Meta Ads or other platforms) are paid by Client in addition to Organiq Grow's management fee, unless agreed otherwise In Writing.
3. Organiq Grow's management fee is linked to the advertising budget and increases proportionally with higher spending.
4. Organiq Grow is not liable for the performance of advertising campaigns, since external platforms autonomously decide on placement and results.

Article 20. Final provisions

1. All Agreements between Organiq Grow and Client are governed exclusively by Dutch law.
2. All disputes will be submitted exclusively to the competent court in the Zeeland-West-Brabant district, Breda location, without prejudice to Organiq Grow's right to bring a dispute before the court that would have been competent without this provision.
3. These general terms and conditions are filed with the Dutch Chamber of Commerce under number 99312786. The most recent version is available at www.organiqgrow.nl.
4. If there is a discrepancy between the Agreement and these general terms and conditions, the Agreement prevails.