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General terms and conditions 24sales

24sales B.V. is registered with the Dutch Chamber of Commerce under number 88760014 and is located at Westblaak 90, Rotterdam.

Article 1 – Definitions

  1. The following terms, written with a capital letter in these general terms and conditions, shall have the meanings set forth below, unless expressly stated otherwise. Singular terms include the plural and vice versa.
  2. 24sales: 24sales B.V., the service provider registered with the Dutch Chamber of Commerce under number 88760014, located at Westblaak 90, Rotterdam, offering Services to the Client.
  3. Offer: Any proposal or quotation provided to the Client for the provision of Services by 24sales B.V.
  4. Services: Various sales and marketing services, content creation, advisory services, and related activities provided by 24sales B.V.
  5. Client: The natural or legal person acting in the exercise of their profession or business who appoints 24sales, assigns projects to 24sales, or accepts proposals based on an Agreement with 24sales.
  6. Agreement: Any agreement and associated obligations between the Client and 24sales, including proposals for Services accepted and implemented by 24sales, forming an inseparable part of these general terms and conditions.
  7. Party: Either 24sales or the Client, or both.

Article 2 – Applicability

  1. These general terms and conditions apply to and form an integral part of every Offer, Agreement, and Service provided.
  2. Where these terms require actions to be conducted in writing, email is included. Electronic communications between Parties are deemed received on the date of dispatch, unless proven otherwise.
  3. Deviations from these terms are valid only if expressly agreed in writing with 24sales.
  4. The Client’s general terms are explicitly excluded from any legal relationship between the Parties.
  5. These terms also apply to supplementary, modified, or subsequent assignments from the Client.
  6. Should any provision of these terms be partially or wholly void or invalid, the remaining provisions remain in effect. Invalid provisions shall be replaced by provisions that closely align with the original intent.
  7. Any ambiguities or unregulated situations within these terms should be interpreted in accordance with their spirit. Provisions in an Agreement take precedence over these general terms.
  8. Articles 7:404 and 7:407(2) of the Dutch Civil Code are explicitly excluded.
  9. References to “he/him/his” should also be interpreted to mean “she/her/hers,” where applicable.

Article 3 – The Offer and formation of the Agreement

  1. All Offers made by 24sales are non-binding unless explicitly stated otherwise in writing. If the Offer is limited or subject to specific conditions, this will be explicitly mentioned in the Offer.
  2. Offers are valid for fourteen (14) days from the date of issue, unless stated otherwise in writing. 24sales reserves the right to refuse an Agreement with a potential Client for any justified reason, including but not limited to providing incorrect or incomplete information by the Client.
  3. Offers include a detailed description of the Services, enabling the Client to make an informed decision. Apparent errors or mistakes in the Offer are not binding for 24sales.
  4. Offers are not valid for subsequent assignments.
  5. Orders placed by the Client are irrevocable.
  6. Delivery times and deadlines in the Offer are indicative and do not entitle the Client to termination or compensation unless expressly agreed otherwise.
  7. A composite price quotation does not oblige 24sales to deliver part of the Offer for a corresponding portion of the price.
  8. 24sales may terminate negotiations at any time without liability for any damages incurred or obligation to continue negotiations.
  9. An Agreement is formed when the Client provides written confirmation of an unaltered valid Offer from 24sales. This confirmation can be via a signed copy, email, or a legally valid digital signature.
  10. 24sales reserves the right to terminate the Agreement within seven (7) business days of receiving acceptance.
  11. If the Client terminates an Agreement after formation, any actual costs incurred, including time spent, will be charged.

Article 4 – Duration of the Agreement and (interim) termination

  1. The Agreement between the Client and 24sales has an initial term of six (6) months unless otherwise agreed upon in writing by both Parties.
  2. After the initial period of six (6) months, the Agreement will automatically be tacitly renewed into an open-ended agreement (agreement of indefinite duration). From that point onward, both the Client and 24sales have the right to terminate the Agreement. In the event of termination, the Client must observe a notice period of three (3) calendar months. 24sales must observe a notice period of one (1) calendar month. Termination will always take effect on the first day of a new calendar month. 
  3. 24sales may terminate the Agreement immediately in writing, without further notice of default, if the Client is in suspension of payments, files for bankruptcy, or if the Client’s business ceases operations due to liquidation or any other reason not related to a merger or business restructuring. In such a case, 24sales is never obligated to refund payments received or compensate for damages.
  4. The Client may only dissolve the Agreement after submitting a detailed written notice of default, allowing 24sales a reasonable period to remedy the attributable shortcoming.
  5. Dissolution of the Agreement does not nullify obligations related to what 24sales has already delivered or performed, and the associated payment obligations, unless the Client proves that 24sales is in default regarding a significant part of the performance. Invoices issued prior to dissolution remain payable and are immediately due upon dissolution.
  6. Any obligations arising from these terms or the Agreement, which by their nature are intended to survive termination, remain in force after dissolution. This includes provisions concerning confidentiality, intellectual property, liability, dispute resolution, and choice of law.
  7. Except as specified in Article 4(6), upon termination of the Agreement for any reason, all rights granted to the Client are revoked, except for intellectual property rights explicitly transferred to the Client.

Article 5 – Execution of the Agreement, additional work, and changes

  1. 24sales will make every effort to deliver the Services as described in the Offer and perform the Agreement with the utmost care expected of a competent contractor. Services are performed on a best-effort basis unless a specific result has been explicitly agreed upon in writing. For example: 
    a. 24sales will endeavor to find leads per the Client’s vision but retains full discretion in conducting the search based on the provided criteria.
    b. If 24sales supplies leads or prospects to the Client, it is not responsible or liable for the quality of the leads or whether they convert into customers for the Client.
    c. 24sales is not accountable for incomplete or incorrect delivery of call lists or other required information for outreach, which may result in unsatisfactory Service performance.
    d. The Client must adhere to the delivery specifications set by 24sales. Failure to do so may delay the start or execution of the Services.
    e. Communication with leads will occur solely through the Client.
  2. 24sales is not obligated to follow instructions from the Client if doing so changes the scope or nature of the agreed Services. Additional costs incurred due to such instructions must be reimbursed by the Client.
  3. 24sales is entitled to outsource or delegate the Agreement or parts thereof to third parties.
  4. If 24sales is required to perform work based on requests or orders from governmental authorities or legal obligations, the associated costs are the Client’s responsibility.
  5. If, during the execution of the Agreement, it becomes evident that adjustments are necessary or additional work is required to achieve the desired outcome, the Client is obligated to pay for the additional work at the agreed rate. 24sales may require a separate agreement for such additional work.
  6. 24sales may adjust the scope or content of the Services. The Client will be informed promptly of any additional costs. If the Client disagrees, both Parties must consult to resolve the matter. The Client may terminate (opzeggen) the Agreement in writing if adjustments unrelated to legal changes are not covered by 24sales.
  7. 24sales reserves the right to suspend execution of the Agreement if it discovers inaccuracies or inconsistencies in the materials or specifications provided by the Client until the Client resolves these issues.

Article 6 – Obligations of the Client

  1. The Client is obligated to provide all requested information, including relevant attachments and related details, in a timely manner and in the required format before the start of the Services. Failure to do so may prevent 24sales from fully executing or delivering the Services. The consequences of such situations are solely the responsibility of the Client.
  2. 24sales is not required to verify the accuracy or completeness of the information provided by the Client, nor to update the Client on any changes to the provided information over time. 24sales is not liable for inaccuracies or omissions in information provided to third parties in the execution of the Agreement.
  3. If necessary for the execution of the Agreement, 24sales may request additional information. If the Client does not comply, 24sales has the right to suspend the Services until the information is provided. 24sales is not liable for any damages resulting from this suspension.
  4. The Client must notify 24sales immediately, or no later than five (5) business days after becoming aware, of any changes in circumstances affecting the Agreement.

Artikel 7 – Delivery

  1. The Agreement will specify delivery deadlines and the method (and, if applicable, the location) of delivery or completion of the Services. Delivery times depend on various factors, including the quality of the data provided by the Client and the cooperation of the Client and relevant third parties. Deadlines are not considered strict unless explicitly agreed otherwise. In the event of (anticipated) delays, the Parties will consult promptly to determine appropriate measures. Delays do not entitle the Client to compensation unless explicitly agreed otherwise in writing.
  2. If the start, progress, or delivery of the Services is delayed due to the Client’s failure to provide the required information, lack of cooperation, delayed payment of an advance, or other circumstances for which the Client is responsible, 24sales is entitled to a reasonable extension of the delivery period.
  3. If Client approval is required, 24sales may suspend execution of the Agreement until approval is granted. For phased execution of the Agreement, 24sales may delay subsequent phases until prior phases are approved by the Client.
  4. The Client is liable for all damages and additional costs resulting from delays caused by circumstances outlined in Article 7(2). These costs will be invoiced to the Client by 24sales.
  5. Upon delivery, the Client assumes responsibility for compliance with applicable third-party license agreements. 24sales will adequately inform the Client of these license terms.
  6. Services are deemed accepted if the Client does not provide a detailed written objection within five (5) business days of delivery.

Article 8 – Transfer of risk

The risk of theft, loss, embezzlement, or damage to data, documents, software, databases, and/or materials used, created, or delivered in connection with the Agreement transfers to the Client when these are made available to the Client or are first used. If damage occurs, 24sales will replace or redeliver at cost. Reinstallation or implementation will be done at the agreed rate unless otherwise specified.

Article 9 – Warranties

  1. 24sales performs its Services in accordance with applicable industry standards. Any warranty provided is limited to what is explicitly agreed upon in writing. During the warranty period, 24sales guarantees the proper quality and usability of its delivered work.
  2. The Client may only invoke a warranty if they have fulfilled their payment obligations in full.
  3. If a warranty claim is valid, 24sales will repair or replace the delivered work at no cost. Any additional damages are subject to liability provisions within these terms.
  4. 24sales is not liable for defects in advice resulting from incomplete or inaccurate information provided by the Client.
  5. Advice provided by 24sales is non-binding and advisory in nature. The Client is solely responsible for deciding whether to act on the advice, and any consequences are entirely at the Client’s risk.
  6. Warranties do not cover the restoration of corrupted or lost data. While 24sales may assist with restoration, the Client is ultimately responsible for securing and safeguarding their data.

Article 10 – Prices and Payment

  1. All prices are exclusive of VAT and other government-imposed levies unless explicitly agreed otherwise in writing by the Parties. Prices are based on execution during standard working hours.
  2. The Client agrees to electronic invoicing.
  3. 24sales performs Services at agreed-upon rates. Unless otherwise explicitly agreed in writing, cost estimates, budgets, and forecasts provided by 24sales are indicative and do not create binding obligations.
  4. Activities not explicitly mentioned in the Offer are not covered by the Agreement and may increase the overall price.
  5. Travel time and related expenses incurred by 24sales are not charged to the Client unless explicitly agreed otherwise in writing.
  6. The Client must fully reimburse third-party costs incurred by 24sales with the Client’s prior approval, unless otherwise agreed.
  7. Parties may agree that the Client pays an advance before Services commence. If an advance is agreed, it must be paid in full before 24sales begins performing the Services.
  8. The Client cannot derive rights or expectations from prior budgets unless explicitly agreed otherwise.
  9. 24sales is entitled to adjust the applicable prices and rates annually, including but not limited to adjustments based on the price index figure of the previous calendar year as published by CBS (Consumer Price Index) or another criterion reasonably determined by 24sales. Other price changes during the term of the Agreement are only permitted if and insofar as they are expressly stipulated in the Agreement.
  10. Invoices must be paid in full within the payment term stated on the invoice to the bank account specified by 24sales.
  11. The Client is not entitled to suspend payment or offset amounts owed.
  12. If the Client’s financial position changes during the Agreement, 24sales reserves the right to alter payment terms or suspend execution.
  13. In the event of liquidation, insolvency, or bankruptcy, all outstanding payments and obligations become immediately due.
  14. In case of termination of the Agreement, the Client remains obligated to pay for Services performed up to the termination date.
  15. Early termination requires the Client to reimburse actual costs incurred by 24sales, calculated based on applicable hourly rates. 24sales’s time tracking serves as guidance.
  16. Payment terms specified by 24sales are strict deadlines under Article 6:83(a) of the Dutch Civil Code.
  17. If the Client fails to pay on time, statutory (commercial) interest will be charged from the due date until full payment. Additionally, extrajudicial collection costs will be charged in accordance with Dutch law.
  18. 24sales may retain possession of any materials until all payment obligations are fulfilled.

Article 11 – Privacy, data processing and security

  1. The Client is solely responsible for the data processed using 24sales’s Services and guarantees that such data does not infringe on the rights of third parties. The Client indemnifies 24sales against claims related to these data or the execution of the Agreement.
  2. Both Parties must comply with the General Data Protection Regulation (GDPR) and related laws. They are obligated to conclude a data processing agreement if applicable.
  3. The Client is responsible for fulfilling GDPR obligations toward third parties, including providing information, granting access, correcting, and deleting personal data. 24sales acts as a “Processor” under the GDPR and will assist the Client to the extent technically feasible.

Article 12 – Force majeure

  1. 24sales is not liable if it cannot fulfil its obligations under the Agreement due to a force majeure situation.
  2. Force majeure on the part of 24sales includes, but is not limited to: (i) force majeure on the part of suppliers of 24sales; (ii) failure by suppliers prescribed or recommended by the Client; (iii) defects in materials, equipment, or software from third parties; (iv) government measures; (v) power outages; (vi) failures of internet, data, or telecommunications networks (e.g., cybercrime, hacking, DDoS attacks); (vii) natural disasters; (viii) war or terrorist acts; (ix) general transportation problems; (x) fire; (xi) pandemics or epidemics (e.g., COVID-19); and (xii) other circumstances outside the control of 24sales that temporarily or permanently prevent compliance with obligations.
  3. If a force majeure situation persists for more than two (2) months, either Party may dissolve the Agreement in writing. Any performances already rendered under the Agreement will be proportionately settled without liability for damages by either Party.
  4. If 24sales has partially fulfilled its obligations before the force majeure situation, it may invoice the delivered portion separately, and the Client must pay for it unless it has no independent value.

Article 13 – Liability, indemnities and guarantees

  1. In cases of an attributable failure by 24sales, the Client must submit a complaint under Article 6:89 of the Dutch Civil Code or issue a notice of default. This complaint or notice must reach 24sales within fourteen (14) days of the discovery of the failure.
  2. Except in cases of intent or gross negligence, if 24sales’s provision of Services leads to liability, such liability is limited to the costs charged for the Services (for a maximum of six (6) months prior to the notice of default). This includes damages as defined under Article 6:95 of the Dutch Civil Code, such as reasonable costs for mitigating or preventing damage, identifying the cause of damage, property loss, liability, restoration methods, and emergency measures.
  3. 24sales is not liable for consequential or indirect damages, including but not limited to business losses, lost profits or revenue, missed savings, reduced goodwill, business interruptions, damages arising from the use of 24sales’s Services, data loss, delivery delays, or interest-related damages.
  4. 24sales is not liable for damages covered by any insurance policy held by the Client.
  5. 24sales does not guarantee the accuracy or completeness of emails sent by or on behalf of 24sales, nor their timely receipt.
  6. The Client is responsible for the accuracy and completeness of the information and requirements they provide for the Agreement and Services. The Client indemnifies 24sales against liability arising from the Client’s failure to fulfill these obligations.
  7. The Client indemnifies 24sales against claims from third parties related to deficiencies in services delivered by the Client to third parties that include Services provided by 24sales, unless the Client proves the damage was solely caused by 24sales’s Services.
  8. The Client indemnifies 24sales against claims from third parties concerning intellectual property rights on data and information provided by the Client, as well as the content of advice or reports prepared by 24sales.
  9. Any work or advice provided by 24sales based on incomplete or inaccurate information from the Client is not grounds for liability on 24sales’s part.
  10. Advice delivered by 24sales is non-binding and purely advisory in nature. The Client independently decides whether to follow the advice and assumes all associated risks and consequences. The Client is free to deviate from the advice, and 24sales is not obligated to provide any refunds as a result.
  11. If the Client engages a third party, 24sales is not liable for the actions or advice of that third party or the integration of such advice with 24sales’s own work.
  12. 24sales is not responsible for errors or issues in the Client’s social media accounts, including outages, restrictions, or other accessibility issues due to unforeseen circumstances or force majeure.
  13. 24sales is not liable for damages resulting from changes made to social media accounts by the Client or third parties.
  14. 24sales is not liable for issues arising after updates or upgrades to social media platforms.
  15. The provision of login credentials for social media accounts or other systems is entirely at the Client’s risk.
  16. Any modifications or adjustments made to social media accounts by the Client or a third party are the sole responsibility of the Client. 24sales is not liable for damages resulting from unapproved changes.
  17. The Client is fully responsible for the storage of data, content, and information, as well as maintaining appropriate security measures for their ICT environment.
  18. Claims against 24sales due to shortcomings expire if they are not submitted in writing and substantiated within one (1) year of the Client becoming aware or reasonably expected to be aware of the facts on which the claims are based.
  19. The Client guarantees that electronic files, websites, or data carriers provided to 24sales are free of viruses and defects.

Article 14 – Confidentiality

  1. Both 24sales and the Client are obligated to maintain confidentiality regarding all (confidential) information obtained during the Agreement. This obligation arises from the Agreement or when it is reasonable to assume the information is confidential. All materials and data of the other Party must be kept strictly confidential and not disclosed to third parties unless prior written consent is granted.
  2. The Client must keep all materials provided by 24sales confidential and may not disclose or share them without 24sales’s explicit consent.
  3. The confidentiality obligation does not apply if the receiving Party can prove that the information:
    a. was already known to them before receipt;
    b. was publicly known at the time of receipt;
    c. became publicly known after receipt without any fault of the receiving Party;
    d. was lawfully received from third parties without a confidentiality obligation;
    e. must be disclosed under law or court order, provided the disclosing Party is notified beforehand; and/or
    f. is disclosed with the explicit approval of the disclosing Party.
  4. Both 24sales and the Client will impose confidentiality obligations on any third parties they engage.

Article 15 – Non-Solicitation

  1. During the term of the Agreement, or within one (1) year after its termination for any reason, the Client is not permitted, either directly or indirectly: (i) to approach, induce, or attempt to induce an employee or independent contractor of 24sales to terminate their employment or any other contractual relationship with 24sales; or (ii) to hire, recruit, or attempt to hire or recruit any person who was employed by or otherwise engaged with 24sales, unless that person’s employment or engagement with 24sales ended at least six (6) months prior to such hiring, recruitment, or engagement. This prohibition does not apply if 24sales has expressly and in writing given its consent.
  2. If the Client breaches any of its obligations under Article 15(1) of these general terms and conditions, the Client shall be liable to pay an immediately due and payable penalty of €25,000, plus an additional penalty of €500 for each day the violation continues.

Article 16 – Consequences of Bankruptcy

  1. In the event of the Client’s bankruptcy, suspension of payment, any form of seizure affecting the Client, the Client’s request to the court to apply the statutory debt rescheduling scheme under Article 284 of the Dutch Bankruptcy Act, or the appointment of an administrator by law, the Client is obligated to immediately notify 24sales in writing or electronically and to promptly grant the trustee, bailiff, or administrator access to the relevant agreement.
  2. Any damages incurred by 24sales as a result of non-compliance with this obligation will be borne by the Client.
  3. The Client is required to return the source code and/or any other items subject to the intellectual property rights of 24sales as soon as possible, but no later than seven (7) days, in the situations described above.

Article 17 – Complaints

  1. If the Client is dissatisfied with the Services provided by 24sales or has other complaints regarding the execution of the Agreement, the Client must report these complaints as soon as possible, but no later than fourteen (14) days after the incident giving rise to the complaint. Complaints can be submitted orally or in writing via hello@24sales.com, with “Complaint” as the subject line.
  2. Complaints must be sufficiently substantiated and/or explained by the Client to enable 24sales to address them.
  3. 24sales will respond to the complaint as soon as possible, but no later than fourteen (14) days after receipt of the complaint.
  4. Both Parties will endeavor to reach a resolution collaboratively.

Article 18 – Applicable law

  1. The Offer, Services, Agreement, and any additional agreements arising from, resulting from, or connected to these, are exclusively governed by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
  2. All disputes related to the Agreement or any subsequent agreements arising from, resulting from, or connected to these, shall be submitted exclusively to the competent court in Rotterdam, the Netherlands, in the first instance.

Article 19 – Miscellaneous

  1. These general terms and conditions come into effect as of December 1st 2024.
  2. The rights and obligations under the Agreement between the Parties may not be transferred by the Client to a third party without prior express consent from 24sales. 24sales reserves the right to impose additional conditions on such consent. This clause has proprietary effect (goederenrechtelijk effect).
  3. 24sales reserves the right to unilaterally amend these general terms and conditions. The Client will be notified of such changes in writing, and 24sales will provide the Client with the updated version of the terms.
  4. If 24sales waives a right in a specific instance, this shall not be construed as a waiver of any other rights in that instance or any future rights.
  5. If any provision of these general terms and conditions or the Agreement is deemed null and void or invalid, this shall not affect the validity of the remaining provisions. In such a case, 24sales and the Client will consult to amend the invalid provision or replace it with a valid provision that closely aligns with the original intent and scope of the invalid provision.

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