Sales Terms & Conditions

Art. 1Applicability of General Terms and Conditions

1. These general terms and conditions apply to all offers, quotations, assignments, activities, agreements, and legal acts whereby the agency supplies goods and/or services of any kind to the client.
2. The applicability of any purchase or other general terms and conditions of the client is explicitly rejected.
3. Amendments to the assignment or to the general terms and conditions are valid only if and insofar as they are agreed upon in writing by authorized representatives of both parties.

Art. 2Formation of the Assignment

1. Any quotation by Boldbeam B.V. is without obligation, unless explicitly stated otherwise.
2. Quotations are based on the information provided to Boldbeam B.V. by the client up to the quotation date. The client warrants that all information essential to the design and execution of the assignment has been provided. Boldbeam B.V. is not responsible or liable for the accuracy or completeness of the information provided by the client or for its use.
3. The assignment is established based on the agreed fixed price for the defined scope of work after written acceptance by the client of Boldbeam B.V.'s quotation. If the quotation is not formally confirmed by the client but Boldbeam B.V. proceeds with execution with the client's approval, the contents of the quotation will be considered as agreed between the parties.
4. Boldbeam B.V. is entitled to engage third parties in the execution of the assignment.

Art. 3Rights and Obligations of Boldbeam B.V.

1. Boldbeam B.V. will endeavor to execute the assignment to the best of its knowledge and ability, in accordance with generally accepted professional standards. However, Boldbeam B.V. cannot guarantee that the objectives or results desired by the client will be achieved.
2. Boldbeam B.V. and the client will maintain regular consultations on the progress and execution of the assignment.
3. If facts or circumstances arise that could negatively affect the progress or outcome of the assignment, Boldbeam B.V. and the client will inform each other as soon as possible.
4. If the necessary information from the client is not provided on time or as agreed, or if the client otherwise fails to fulfill its obligations, Boldbeam B.V. has the right to suspend the execution of the assignment and charge any resulting costs according to its standard rates.
5. Boldbeam B.V. determines which of its personnel and resources are allocated to the assignment and may reallocate them, provided this does not adversely affect the agreed scope, quality, or delivery of the work.

Art. 4Rights and Obligations of the Client

1. The client shall ensure that:
   1. Boldbeam B.V. receives all necessary and relevant information, documents, and data in a timely manner;
   2. any relevant facts or changes, such as shifts in policy or organization or its immediate (market) environment, are promptly communicated to Boldbeam B.V.;
   3. its employees involved in the assignment are sufficiently available and committed;
2. The client shall indemnify Boldbeam B.V. (including its staff and consultants) from third-party claims resulting from the client's actions or omissions or unsafe conditions within the client's organization.
3. The client shall indemnify Boldbeam B.V. and its consultants and staff from any claims by tax or social insurance authorities (including penalties and interest) regarding taxes or contributions related to the work performed by the agency.

Art. 5Modification of the Assignment

1. If unforeseen circumstances arise during the assignment, the parties will consult in good faith to find a solution, such as adapting the scope or content of the assignment.
2. The client acknowledges that such changes may affect timelines and the agreed fixed price. Any work falling outside the agreed scope will be quoted and agreed in writing before it is carried out. Where the parties agree to charge such additional work on a time basis, the standard rate is €250 per hour, exclusive of VAT.

Art. 6Confidentiality

1. Both parties shall maintain confidentiality regarding any confidential information received from the other party, unless disclosure is required by law. Confidential information may only be used for the purpose for which it was provided. The client shall not disclose Boldbeam B.V.'s approach, methods, or materials without prior written consent.

Art. 7Duration and Termination of the Assignment

1. The assignment ends automatically upon completion.
2. The client acknowledges that unforeseen factors may affect the duration and scheduling of the assignment.
3. Boldbeam B.V. will strive to meet the agreed schedule but cannot be held liable for delays unless due to gross negligence or intent.
4. Either party may terminate the assignment in writing with one (1) month's notice if continuing the assignment is unreasonably difficult or impossible.
5. Upon termination, the client shall pay all fees for work performed to date. All invoices remain due and payable immediately.
6. Either party may terminate the agreement immediately without legal intervention if the other party faces bankruptcy, liquidation, suspension of payments, or substantial asset seizure. In such cases, Boldbeam B.V. is not liable for refund or compensation.

Art. 8Fees and Costs

1. Unless the quotation states otherwise, the assignment is charged at the agreed fixed price for the defined scope of work, invoiced in accordance with the payment schedule set out in the quotation. Time-and-expenses billing applies only where expressly agreed in writing, in which case Boldbeam B.V. issues monthly invoices. Product deliveries are invoiced upon or after delivery.
2. Fees include regular office and travel costs within the Netherlands. Travel outside of the Netherlands or high-volume materials will be charged separately. Third-party costs will be invoiced based on actual expenses.
3. All fees are excluding VAT and other government levies. Fee changes due to external factors will be passed on no more than twice per year.

Art. 9Payment

1. Invoices must be paid within 30 days of the invoice date.
2. Late payments accrue statutory commercial interest without notice. Additional legal and collection costs will also be charged.
3. Boldbeam B.V. may require advance payment or security if it doubts the client's ability to pay.

Art. 10Liability

1. Boldbeam B.V. is only liable for direct damages due to attributable failure, limited to the amount received for the assignment. If the assignment exceeds six months, liability is limited to the amount received in the last six months.
2. Boldbeam B.V. is not liable for damage resulting from use or application of its work. The client indemnifies the agency and related parties for such claims.
3. Liability arises only after proper written notice of default with a reasonable cure period.
4. Boldbeam B.V. is not liable for indirect, consequential, or business damages.
5. Liability limitations do not apply in cases of intent or gross negligence.
6. Damage claims must be reported promptly and lapse after six (6) months.

Art. 11Intellectual Property Rights

1. Unless otherwise agreed, Boldbeam B.V. retains all intellectual property rights to its materials.
2. The client may only use these materials internally and after fulfilling all payment obligations.
3. The client may not reproduce, disclose, or use the materials for legal, promotional, or recruitment purposes without prior written consent.
4. Boldbeam B.V. retains all intellectual property rights in its underlying methods, technology, software, models, databases, analytical engine, know-how, and any material or tools existing prior to or developed independently of the assignment ("Boldbeam Background IP"). Nothing in the agreement transfers any right in the Boldbeam Background IP to the client.
5. Subject to full payment and to the retained rights in the Boldbeam Background IP, the client owns the specific deliverables prepared for it under the assignment and may use them for its internal business purposes. Where a deliverable incorporates Boldbeam Background IP, Boldbeam B.V. grants the client a non-exclusive, perpetual licence to use that Background IP solely as embedded in the deliverable and for the client's internal business purposes.

Art. 12Data Protection

1. In performing the assignment, Boldbeam B.V. primarily processes the client's confidential technical and business information rather than personal data. Each party shall comply with applicable data protection law in respect of any personal data it handles in connection with the agreement.
2. Where Boldbeam B.V. processes personal data on behalf of the client within the meaning of the General Data Protection Regulation (EU) 2016/679, the parties shall enter into a separate data processing agreement governing that processing, which shall prevail over these terms to the extent of any conflict in respect of such personal data.
3. Boldbeam B.V. shall apply appropriate technical and organizational measures to protect information received from the client against unauthorized access, loss, or disclosure.

Art. 13Final Provisions

1. For one year after assignment completion, neither party may employ the other's staff involved in the project without written consent.
2. In cases of force majeure, the affected party will notify the other immediately. If force majeure lasts over three (3) months, either party may terminate the agreement. Work completed will be proportionally settled.

Art. 14Governing Law and Dispute Resolution

1. Dutch law governs all agreements and disputes arising from these terms.
2. Parties will first attempt amicable resolution. Any unresolved disputes will be submitted exclusively to the competent court in Amsterdam.

Boldbeam B.V. · Sales Terms & Conditions · 22 July 2026