Terms and conditions

In these terms and conditions, the following terms apply:

1. Service provider: Markadis, a sole trader registered in Bussum, the Netherlands, Chamber of Commerce no. 42106101.
2. Client: the legal entity or natural person who enters into a service agreement with Markadis.
3. Agreement: any agreement concluded between the service provider and the client, including but not limited to advisory engagements, market-entry projects, e-commerce management, and fulfilment services.
4. Services: all work performed by the service provider under the agreement.
5. In writing: by letter or by email.

1. These terms and conditions apply to all offers, quotations, and agreements of Markadis, unless expressly agreed otherwise in writing.
2. The applicability of the client's own general terms and conditions is expressly excluded.
3. Deviations from and additions to these terms are only valid if agreed expressly and in writing.
4. Markadis is entitled to amend these terms. Amended terms apply to new agreements and to existing agreements after written notice with a period of thirty days.

1. An agreement is formed by written acceptance of a quotation from Markadis or by both parties signing an order confirmation.
2. Quotations are non-binding and valid for thirty days unless otherwise stated.
3. Markadis is entitled to decline an engagement without giving reasons.
4. Amendments to the agreement are only valid if agreed in writing. Additional work is invoiced separately at the rates applicable at the time.

1. Markadis will perform the services to the best of its ability and in accordance with the requirements of good professional practice.
2. All agreements with Markadis are obligations of best effort unless a specific result has been expressly agreed in writing.
3. Markadis is entitled to have services performed wholly or partly by third parties where necessary or desirable for proper execution of the engagement.
4. Stated delivery times and schedules are indicative. Exceeding them gives the client no right to rescind the agreement or claim compensation.
5. Markadis reserves the right to suspend work if the client fails to meet its obligations.

1. The client ensures that all information Markadis requires for proper performance of the agreement is provided accurately, completely, and in a timely manner.
2. The client warrants the accuracy, completeness, and reliability of all data and documents it provides.
3. The client is responsible for compliance with all laws and regulations applicable to its products, including product regulations, labelling requirements, and import rules.
4. Damage arising from inaccurate or incomplete information provided by the client is at the client's expense and risk.

1. All fees are exclusive of VAT and other government levies unless expressly stated otherwise.
2. Invoices are due within thirty days of the invoice date unless otherwise agreed in writing.
3. If payment is not received by the due date, the client is in default by operation of law and Markadis is entitled to charge statutory commercial interest as well as extrajudicial collection costs in accordance with applicable Dutch law.
4. Markadis reserves the right to suspend services until all outstanding invoices are paid in full.
5. Fees may be indexed annually in line with the consumer price index (CPI) published by Statistics Netherlands (CBS).

1. All intellectual property rights in works developed by Markadis — including but not limited to websites, copy, images, concepts, and reports — vest exclusively in Markadis unless otherwise agreed in writing.
2. Upon full payment of the agreed fee, Markadis grants the client a non-exclusive, non-transferable licence to use the works developed under the engagement.
3. The client may not reproduce, publish, or otherwise exploit Markadis's works outside the agreed purposes without prior written consent from Markadis.

1. Each party undertakes to keep confidential all confidential information received from the other party in connection with the agreement. Information is considered confidential if designated as such by the other party or if its confidential nature follows from its content.
2. The confidentiality obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, or that the party already knew before disclosure.
3. The confidentiality obligation applies for the duration of the agreement and for two years thereafter.

1. Markadis's liability is limited to the amount paid out in the relevant case by Markadis's professional liability insurance, plus any applicable excess.
2. If the insurer does not pay out or the loss is not covered by the insurance, Markadis's liability is limited to the fees invoiced and paid by the client in the three months preceding the event giving rise to the claim.
3. Markadis is never liable for indirect loss, consequential loss, lost profit, missed savings, or business interruption losses.
4. The liability limitations in this article do not apply in cases of wilful misconduct or gross negligence on the part of Markadis.

1. Markadis is not obliged to fulfil any obligation if prevented from doing so by force majeure. Force majeure includes circumstances beyond Markadis's control that prevent or seriously hinder performance, such as strikes, fire, government measures, epidemics, disruptions to communications networks, and failure of digital infrastructure.
2. Markadis will notify the client as soon as possible of any force majeure situation. If the situation persists for more than sixty days, either party may terminate the agreement in writing without liability for damages.

1. The agreement runs for the duration specified in the order confirmation or quotation. If no specific duration is stated, the agreement is deemed to be for an indefinite period.
2. Open-ended agreements may be terminated by either party in writing with two calendar months' notice, unless otherwise agreed.
3. Either party may terminate the agreement with immediate effect if the other party is declared bankrupt, applies for a moratorium on payments, or is otherwise no longer able to meet its financial obligations.
4. Upon termination, the obligations under Articles 7 (intellectual property), 8 (confidentiality), and 6 (payment of outstanding invoices) remain in force.

1. All agreements between Markadis and the client are governed exclusively by Dutch law.
2. Disputes arising from or in connection with the agreement will be submitted in the first instance to the competent court in the district of Amsterdam.
3. The parties will first attempt to resolve any dispute by mutual agreement before involving the courts.

1. If any provision of these terms and conditions is void or annulled, the remaining provisions continue in full force.
2. The most recent version of these terms is available at markadis.nl/voorwaarden.
3. Markadis is registered with the Dutch Chamber of Commerce under number 42106101. VAT identification number: NL004165823B68.