These Terms & Conditions ("Terms") govern all offers, quotations, agreements and services provided by BTR-Digital, with registered address at Jacob Marisstraat 37, 3331 VE Zwijndrecht, the Netherlands, registered with the Dutch Chamber of Commerce (KVK) under number 88 819 523 ("BTR-Digital", "we", "us"). By engaging our services or accepting a quote, the client ("Client", "you") agrees to these Terms. Any deviation requires our written consent.
1. Services
BTR-Digital offers, among others, the following services:
- Social Media Advertising
- Content Creation (photo, video, copy)
- Social Media Management
- Lead Generation
- CRM Implementation
- AI Automation Solutions
- Marketing Consulting
The exact scope, deliverables, timeline and fees are described in the applicable proposal, statement of work or quotation ("Agreement"). The Agreement, together with these Terms, forms the complete agreement between the parties.
2. Quotations and formation of the agreement
Quotations are valid for 30 days unless stated otherwise and are non-binding until accepted in writing (including by email). An Agreement is formed when the Client accepts the quotation or when BTR-Digital starts performing the services with the Client's knowledge.
3. Client obligations
- Provide accurate information and timely access to accounts, assets and feedback.
- Designate a contact person empowered to make decisions.
- Ensure that all materials supplied to us do not infringe third-party rights.
- Comply with the policies of relevant platforms (Meta, Google, TikTok, LinkedIn, etc.).
Delays caused by the Client may extend deadlines and result in additional fees on a time-and-materials basis.
4. Fees and payment
- All fees are exclusive of VAT and other applicable taxes, unless explicitly stated otherwise.
- Unless agreed otherwise, invoices are payable within 14 days of the invoice date, by bank transfer to the account specified on the invoice.
- For ongoing services, fees are invoiced monthly in advance. Project fees are typically invoiced 50% upon signing and 50% upon delivery, unless agreed otherwise.
- Third-party media spend (e.g. Meta or Google ad budgets) is paid by the Client directly to the platform or pre-funded; it is not included in our fees.
- Late payment entitles us to charge statutory commercial interest (article 6:119a Dutch Civil Code) and reasonable extrajudicial collection costs, and to suspend services after written notice.
5. Changes and additional work
Changes to the agreed scope are only binding when confirmed in writing. Additional work performed at the Client's request will be invoiced at our then-current rates.
6. Intellectual property
- Upon full payment, the Client receives a non-exclusive, worldwide, perpetual licence to use the deliverables for the purpose agreed in the Agreement.
- BTR-Digital retains ownership of underlying templates, frameworks, source files, methodologies, automations and know-how developed before or independently of the engagement.
- The Client warrants that any materials it supplies (logos, footage, brand assets, texts) may lawfully be used, and indemnifies BTR-Digital against third-party claims arising from such materials.
- BTR-Digital may use deliverables and the Client's name and logo for portfolio, case-study and marketing purposes, unless the Client objects in writing.
7. Confidentiality
Each party will treat as confidential all non-public information disclosed by the other party and will use it only to perform the Agreement. This obligation survives termination for a period of three years.
8. Data protection
Where BTR-Digital processes personal data on behalf of the Client, the parties will enter into a data-processing agreement in accordance with article 28 GDPR. Our handling of personal data is described in our Privacy Policy.
9. Limitation of liability
- BTR-Digital's services represent an obligation of means, not of result. We do not guarantee specific commercial outcomes (e.g. reach, leads, sales or conversion rates).
- To the maximum extent permitted by law, our total aggregate liability for any claim arising out of or in connection with the Agreement is limited to the fees paid by the Client to BTR-Digital under the Agreement during the three (3) months preceding the event giving rise to the claim.
- We are not liable for indirect or consequential damages, including loss of profit, loss of revenue, loss of data, reputational damage, or losses caused by third-party platforms (e.g. account suspensions, algorithm changes, ad disapprovals).
- The limitations do not apply in the event of intent or wilful misconduct on the part of BTR-Digital's management.
10. Force majeure
Neither party is liable for any failure or delay caused by circumstances beyond its reasonable control, including platform outages, government actions, strikes, cyber-attacks or natural disasters.
11. Term and termination
- Project-based Agreements end upon delivery and acceptance of the work.
- Ongoing service Agreements run for the term specified in the Agreement and renew automatically for successive periods of one month unless terminated in writing with a notice period of one calendar month.
- Either party may terminate the Agreement with immediate effect by written notice in case of material breach not cured within 14 days, insolvency, or suspension of payments by the other party.
- Termination does not release the Client from the obligation to pay fees for services performed and non-cancellable third-party costs incurred before termination.
12. Governing law and jurisdiction
These Terms and any Agreement entered into under them are governed exclusively by the laws of the Netherlands. The applicability of the Vienna Sales Convention (CISG) is excluded. Any dispute that cannot be resolved amicably will be submitted exclusively to the competent court of Rotterdam, the Netherlands, without prejudice to BTR-Digital's right to initiate proceedings in the court of the Client's domicile.
13. Miscellaneous
- If any provision of these Terms is held unenforceable, the remainder remains in full force.
- BTR-Digital may update these Terms; the version published on our website on the date the Agreement is concluded applies.
- Notices must be sent to olivier@btr-digital.com.
14. Contact
Questions about these Terms? Email olivier@btr-digital.com or call +31 6 2480 0811. See also our Privacy Policy and Cookie Policy.
