Terms and conditions

Article 1 — Definitions

In these general terms and conditions, the following definitions apply:

• Funnel Adviseur: The sole proprietorship of Pascal Bouman, registered with the Dutch Chamber of Commerce under number 91131235.
• Client: The natural person or legal entity that commissions Funnel Adviseur to provide services or accepts an offer.
• Agreement: Any agreement between Funnel Adviseur and the Client, including continuing and one-off engagements.
• Services: All work performed by Funnel Adviseur for the Client, including data architecture, marketing automation, AI integrations, CRM and API integrations, migrations, website and application development, maintenance, consultancy and content services.
• Third-Party Software: Third-party software, platforms and APIs used to perform the Services, including ActiveCampaign, Google services, Anthropic, OpenAI, VWE, Mobilox, Hexon, Realworks, Kolibri, HDN, Adviesbox, Finix, eBlinqx, NWWI, KCAF and Resend.
• AI Output: Text, images, code or other results generated wholly or partly by generative AI in connection with the Agreement.
• Migration Data: Data, files, configurations or other digital assets transferred between systems or suppliers during a migration.
• Materials: All products developed or supplied by Funnel Adviseur, including source code, documentation, templates, schemas, dashboards, prompt configurations, workflow definitions and reports.
• In writing: By letter, email or another electronic medium accepted by the parties and providing traceable receipt.

Article 2 — Applicability and order of precedence

1. These terms apply to all offers, quotations, Agreements and Services of Funnel Adviseur.
2. Deviations and additions are valid only when agreed in writing.
3. The Client’s purchasing or other general terms are expressly rejected and do not apply, even if Funnel Adviseur does not explicitly object to them.
4. In case of conflict, the following order applies: a written order confirmation or quotation agreed between the parties, these terms, and then any annexes or service-level agreements.
5. If any provision is void or annulled, the remaining provisions remain in force. The parties will agree a replacement that reflects the purpose of the original provision as closely as possible.

Article 3 — Quotations and formation of the Agreement

1. All quotations and offers are non-binding unless expressly stated otherwise.
2. Quotations remain valid for thirty calendar days from their date unless stated otherwise.
3. The Agreement is formed when the Client accepts a quotation in writing or when Funnel Adviseur starts the Services on the basis of a written instruction from the Client.
4. Prices, specifications and timeframes in quotations are indicative and may be adjusted if the assignment or assumptions change, provided the change is confirmed in writing before work begins.
5. Funnel Adviseur is not bound by obvious clerical errors or mistakes in quotations.

Article 4 — Services and performance

1. Funnel Adviseur will perform the Services to the best of its knowledge and ability and in accordance with good professional practice. Obligations are best-efforts obligations unless a result is expressly promised in writing.
2. Funnel Adviseur may use third parties and Third-Party Software to perform the Agreement.
3. Delivery periods are target periods and not strict deadlines unless expressly agreed in writing. An overrun does not entitle the Client to compensation or termination unless Funnel Adviseur is culpably in breach and remains in default after written notice and a reasonable remedy period.
4. Work is generally performed on working days between 09:00 and 18:00 from Funnel Adviseur’s location. On-site or out-of-hours work is agreed in advance and may be subject to additional charges.
5. Funnel Adviseur does not guarantee commercial outcomes such as rankings, traffic, conversions, revenue or advertising return. These outcomes depend on factors outside its control.

Article 5 — Prices, subscriptions and payment

1. Prices are in euros and exclude VAT, levies, travel time and expenses unless stated otherwise.
2. Invoices are sent by email and must be paid within fourteen calendar days without set-off, suspension or discount.
3. Subscriptions and continuing Services are invoiced in advance per month or quarter as agreed.
4. Fees for continuing Services are indexed annually on 1 January using the Dutch CBS collective-labour-cost index or consumer-price index for services, at Funnel Adviseur’s choice. Indexation does not create an interim termination right.
5. After the payment term expires, the Client is in default without further notice and owes statutory commercial interest under Article 6:119a of the Dutch Civil Code plus extrajudicial collection costs under Dutch law.
6. While the Client is in default, Funnel Adviseur may suspend performance or temporarily block access to Services without liability for resulting loss.
7. Invoice objections must be submitted in writing with reasons within fourteen days of the invoice date. After that, the invoice is deemed accepted.

Article 6 — Projects and continuing Services

1. Funnel Adviseur provides one-off projects, such as implementations and migrations, as well as continuing Services, such as maintenance, automation management and content pipelines.
2. One-off projects are performed for a fixed price or on a time-and-materials basis. For a fixed price, 50% is due on instruction and 50% on delivery unless agreed otherwise.
3. Continuing Services have an initial term of twelve months unless agreed otherwise in writing. They renew for successive twelve-month periods unless either party gives written notice at least one month before the end of the current term.
4. Interim termination of continuing Services is possible in writing with one month’s notice to the end of a calendar month.

Article 7 — Additional work and scope changes

1. If changes or extensions become necessary or desirable during performance, the parties will amend the Agreement in good time and by mutual consultation.
2. Work reasonably necessary to achieve the agreed result that expands the original assignment by less than 10% is deemed within scope.
3. Additional work of 10% or more, or changes with substantial planning or price impact, will be recorded in writing and quoted separately in advance.
4. Funnel Adviseur is not required to perform change requests that materially alter the nature or size of the original assignment.

Article 8 — Acceptance and delivery

1. Funnel Adviseur notifies the Client in writing when a project or deliverable is delivered.
2. The Client must test the deliverable within seven calendar days and report defects in writing and in detail. After that period, delivery is deemed unconditionally accepted.
3. A defect means failure to meet the written agreed specifications. Defects that could not reasonably be found during the agreed test remain under warranty until thirty days after acceptance.
4. Production use constitutes implied acceptance unless written objection was made during the test period.
5. Minor defects that do not prevent use are not grounds for refusing acceptance.

Article 9 — Third-Party Software and SaaS licences

1. Licences, subscriptions and rights to Third-Party Software are generally contracted in the Client’s name and at the Client’s expense.
2. Funnel Adviseur is not liable for availability, functionality, performance, price changes, changes to terms or termination of Third-Party Software by its provider.
3. Changes to third-party APIs, terms or pricing that require changes to the Services are additional work under Article 7.
4. The Client provides all required access, accounts and rights in good time, including administrator or developer rights.
5. Where practical and agreed in advance, Funnel Adviseur may manage subscriptions on the Client’s behalf without becoming the supplier of that software.

Article 10 — Migrations

1. The Client is primarily responsible for making and retaining complete, recent source-system backups before migration starts.
2. Funnel Adviseur will use reasonable efforts to transfer Migration Data completely and with integrity, but is not liable for incomplete, inconsistent or incorrect source data or source- or target-system limitations.
3. The Client must provide credentials, mappings and organisational decisions required for the migration in good time.
4. A migration is subject to the test period in Article 8. Source systems are only considered migration-ready after Client acceptance.
5. Any planned downtime or temporary service degradation during migration is agreed in advance and is not a breach.

Article 11 — Maintenance and service levels

1. If a maintenance subscription is agreed, Funnel Adviseur will use reasonable efforts to resolve incidents according to response times in the applicable service-level agreement.
2. Without a separate SLA, target response times on working days from 09:00 to 18:00 are four hours for priority 1, one working day for priority 2 and five working days for priority 3.
3. Response times concern starting work on an incident, not time to resolution. Resolution time depends on the nature and size of the incident.
4. Maintenance excludes incidents caused by Third-Party Software, changes by the Client or third parties, force majeure and failure of third-party cloud, DNS, SMTP or CDN infrastructure.
5. Out-of-hours or out-of-scope work is charged separately at the then-current hourly rate.

Article 12 — AI Services and AI Output

1. Funnel Adviseur provides Services using generative AI systems, including language and image models from third parties such as Anthropic, Google and OpenAI.
2. AI Output is probabilistic and may contain factual errors, outdated information or illogical reasoning. Funnel Adviseur does not guarantee its factual accuracy, completeness, currency or fitness for purpose.
3. The Client remains responsible for human review and approval before publication, external use or decisions based on AI Output. Funnel Adviseur facilitates review where possible.
4. The Client must not submit confidential, identifiable or special-category personal data to third-party AI systems without prior written permission from the relevant people and appropriate processing arrangements where applicable.
5. The Client must provide sufficient AI literacy within its organisation under Article 4 of EU Regulation 2024/1689 where applicable.
6. If the Client identifies unwanted, incorrect or harmful AI Output, it must notify Funnel Adviseur promptly and not use or distribute that output further.
7. Funnel Adviseur may use anonymised aggregate AI-use statistics, such as run counts, model cost and error rates, for service development and quality control.

Article 13 — Intellectual property

1. All intellectual-property rights in Materials developed or used by Funnel Adviseur remain with Funnel Adviseur or its licensors.
2. After full payment, the Client receives a non-exclusive, perpetual and non-transferable right to use custom components developed specifically for the Client within its own business and for the intended purpose.
3. This right does not permit commercial exploitation towards third parties, resale or SaaS provision without prior written permission.
4. Source code of custom solutions may, on request and for an additional fee, be placed in source-code escrow with a party selected by Funnel Adviseur.
5. Content, data and materials supplied by the Client remain the Client’s property. The Client grants Funnel Adviseur a non-exclusive right to use them as needed to perform the Agreement.
6. With written permission, Funnel Adviseur may use the Client’s name and logo in references and its portfolio. Permission may be withdrawn in writing.

Article 14 — Personal-data processing

1. Where Funnel Adviseur processes personal data on behalf of the Client, it acts as processor under the GDPR and the parties enter into a separate data-processing agreement.
2. The Client is the controller and ensures that it may lawfully use and provide the personal data processed through the Services.
3. Funnel Adviseur applies appropriate technical and organisational measures, including encryption at rest for sensitive fields, separate access accounts, security maintenance and logging of administrative actions.
4. Funnel Adviseur uses subprocessors including Google Cloud, Anthropic, Resend and customary hosting and backup providers. A current list is available on request.
5. Personal-data breaches identified by Funnel Adviseur in connection with the Services are reported to the Client without undue delay and no later than 48 hours after discovery, with the information reasonably needed for the Client’s reporting obligations.

Article 15 — Confidentiality

1. Each party must keep confidential information received in connection with the Agreement confidential and use it only for its intended purpose.
2. Confidential information includes client and end-client data, financial data, business strategies, source code, credentials, API keys, architecture documentation and non-public plans.
3. Confidentiality remains in force during the Agreement and for three years after it ends.
4. Funnel Adviseur may continue to use public information and general knowledge and experience gained during the work, provided no Client confidential information is disclosed.

Article 16 — Liability

1. Funnel Adviseur’s total liability for attributable breach, tort or any other ground is limited to direct loss up to the fees paid under the relevant Agreement in the twelve months preceding the event, capped at €50,000 per event or related series of events.
2. Liability for indirect loss, including consequential loss, lost profit, missed savings, reputational loss, data loss, goodwill loss and business interruption, is excluded.
3. The limitations do not apply in case of intent or deliberate recklessness by Funnel Adviseur or its management.
4. A claim expires unless it is reported in writing with reasons and brought before a court within twelve months after discovery of the loss.
5. The Client indemnifies Funnel Adviseur against third-party claims related to use of the Services, the Client’s acts or omissions, or Client-supplied or published content, including unreviewed AI Output.

Article 17 — Termination and data portability

1. Without prejudice to Article 6, either party may terminate immediately in writing if the other applies for suspension of payments or is declared bankrupt, ceases its business, or materially breaches the Agreement and remains in default after written notice and a reasonable remedy period of at least fourteen days.
2. After termination, Funnel Adviseur stops using personal data processed for the Client. If requested within thirty days, it provides an export in a commonly used machine-readable format at the then-current rates for the required work.
3. After the thirty-day export period, Funnel Adviseur may permanently delete the data unless a legal retention obligation applies.
4. Provisions intended to survive termination remain in force, including Articles 13, 15 and 16.

Article 18 — Force majeure

1. Funnel Adviseur is not required to perform an obligation when prevented by a circumstance not attributable to it under law, legal act or generally accepted standards.
2. Force majeure includes failure or restriction of Third-Party Software or cloud services, power, internet or DNS failure, SMTP or CDN incidents, failure of third-party AI services, government measures, labour disputes, pandemics, fire, terrorism and cyber incidents where appropriate safeguards were applied.
3. The parties inform each other as soon as possible. If force majeure continues for more than sixty calendar days, either party may terminate the unperformed part in writing without compensation.

Article 19 — Amendments to these terms

1. Funnel Adviseur may amend these terms. For existing Agreements, changes take effect thirty calendar days after written notice.
2. If the Client rejects a material change, it may terminate with effect from the change date. Other changes, including technical or editorial changes, are deemed accepted.

Article 20 — Governing law and disputes

1. The Agreement and all resulting disputes are governed exclusively by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods is excluded.
2. The parties will first try to resolve disputes in consultation. If that does not succeed within a reasonable period, disputes are submitted exclusively to the competent court in the district where Funnel Adviseur is established, without prejudice to Funnel Adviseur’s right to use another otherwise competent court.