Terms & Conditions

SArticle 1. Definitions
1.1. Marketing Shift (the Consultant) with its registered office at ’t Zand bosweg 18 (1756CG) registered with the Chamber of Commerce under Chamber of Commerce number 73789682. Client: the natural or legal person who has entered into an oral agreement with Marketing Shift or has been presented a quote without a written agreement.

1.3. ‘General Terms and Conditions’ means: the entirety of the provisions as included below.


Article 2. Applicability
2.1. These General Terms and Conditions and the Dutch ICT Terms and Conditions apply to written agreements and invoices with Marketing Shift, unless expressly agreed otherwise in writing.

2.3. If provisions deviate from or are not included in the agreement, the provisions in these General Terms and Conditions apply. If there are provisions that also deviate from or are not included in these General Terms and Conditions, the provisions of the Dutch ICT Terms and Conditions will apply.


Article 3. Conclusion and implementation of the agreement
3.1. Marketing Shift deals with ‘Brand Identity and Strategy’, ‘Design’, ‘Development’, ‘Social Marketing’ and ‘Organization’.

3.2. The agreement is concluded at the moment that the Client has signed the quotation or the quote is agreed upon and an invoice is sent by Marketing Shift.

3.3. The work that will be paid is recorded on the invoice and is expected to be fulfilled by Marketing Shift.

3.4. Marketing Shift is entitled to engage third parties in the execution of its agreements.

3.5. Marketing Shift is entitled to refuse requested assignments from the Client if this is in the better interest of the Client.


Article 4. Obligations Marketing Shift
4.1. When agreed in other forms then formal writing, Marketing Shift guarantees that the assignment given has been carried out to the best of its ability and with the best interest of the Client in mind.

4.2. Marketing Shift will make every effort to perform its services with care. All services of Marketing Shift are performed on the basis of a best efforts obligation, unless and insofar as Marketing Shift has expressly promised a result in the written agreement and the relevant result has also been described in the agreement with sufficient determinability.

4.3. Marketing Shift makes every effort to secure the data that the Client stores on Marketing Shift’s equipment in such a way that this data is not available to unauthorized persons. The client determines the desired availability of the stored data by setting access rights.

4.4. Marketing Shift makes every effort to inform the Client about the nature and expected duration of the interruption in the event of the service being unavailable, due to malfunctions, maintenance or other causes.


Article 5. Obligations of the Client
5.1. The Client will always immediately inform Marketing Shift in writing of any changes in name, address, email and, if requested, his/her bank or giro number.

5.3. The Client shall refrain from hindering other Clients or internet users or from causing damage to the servers. It is prohibited to start processes or programs, whether or not via the server, of which the Client knows or can reasonably suspect that this will hinder or cause damage to Marketing Shift, other Clients or internet users. Marketing Shift will inform the Client of any measures.

5.4. The Client indemnifies Marketing Shift against all legal claims with regard to the data, information, website(s) and the like stored by Marketing Shift.

5.7. In addition to the obligations under the law, damage caused by incompetence or failure to act in accordance with the above points is at the expense of the Client.

5.8. Marketing Shift has the right to (temporarily) put the delivered products and services out of use and/or to limit their use, or not to deliver them or to deliver them only to a limited extent, if the Client does not fulfill an obligation towards Marketing Shift with regard to the Agreement or when violating these terms and conditions.

5.9. The Client is obliged to supply sufficient material to Marketing Shift and to provide it with sufficient cooperation, so that it is possible for Marketing Shift to carry out the assignment properly.

5.10. The material supplied by the Client to Marketing Shift consists of directly usable text, images, sound and/or video images in a common file format, unless otherwise agreed in writing between Marketing Shift and the Client.


Article 6. Quotations
6.1. All quotations are without obligation unless expressly stated otherwise.

6.2. If it appears that the information provided by the Client with the application or agreement was incorrect, Marketing Shift has the right to adjust the prices accordingly.

6.3. Quotations from Marketing Shift are valid for the term stated in the quotation. If no term is specified, the quotation is valid until 30 days after the date on which the quotation was issued.


Article 7. Prices
7.1. All prices are exclusive of turnover tax (VAT) and other levies imposed by the government.

7.2. All prices on the website, quotations and other documents of Marketing Shift are subject to typing errors. No liability is accepted for the consequences of typing errors.

7.3. Marketing Shift is entitled to change the agreed prices if there is more or less work at the time of the execution of the agreement.

Article 8. Delivery time
8.1. The delivery time starts on the date on which the first payment is received by Marketing Shift or when expressly stated otherwise.

8.2. The term specified by Marketing Shift for the completion of the work is indicative, unless otherwise agreed in writing.

8.3. If the agreed delivery times are exceeded, for whatever reason, no right to compensation arises, unless the parties have agreed otherwise in writing.

8.4. The terms stated in these general terms and conditions for Marketing Shift are never strict terms. If such a term is exceeded, the Client must first give Marketing Shift notice of default.


Article 9. Change of order
9.1. All changes to the order, either on the instructions of the Client or as a result of the fact that a different execution is necessary due to whatever circumstances, will be regarded as additional work if several costs are involved and insofar as fewer costs consist of less work. These will be invoiced to the Client accordingly.


Article 10. Development of software
10.1. The parties will specify in writing which software will be developed and how this will be done. Marketing Shift will carry out the development with care on the basis of the data to be provided by the Client, for the correctness, completeness and consistency of which the Client guarantees.

10.2. Marketing Shift is entitled, but not obliged, to investigate the correctness, completeness or consistency of the data or specifications made available to it and to suspend the agreed work upon discovery of any deficiencies until the Client has removed the relevant deficiencies.

10.3. Without prejudice to the provisions of Article 9, the Client acquires the right to use the software in its company or organisation. If and insofar as this has been expressly agreed in writing, the source code of the software and the technical documentation produced during the development of the software can be made available to the Client and the Client is entitled to make changes to this software.

10.4. Marketing Shift has the right to use open source components.


Article 11. Account access and authorization

11.1. Marketing Shift is authorized by the Client to assume the Client’s identity in all social media interactions on the Internet, including, but not limited to, status updates, blog posts, online forum discussions and bulletin board posts, comments and responses to the user comments, direct messages and emails.

11.2. Marketing Shift will keep the client’s URLs, usernames and passwords confidential. Marketing Shift will not share this information under any circumstances, nor will the Consultant sell this information to a (third) party.


Article 12 License right of use

12.1. The Client is granted a license to use all content created by the Consultant for the Client. Therefore, the Client may not distribute content for profit without asking for written permission from Marketing Shift.

12.2. Marketing Shift retains the copyrights to all content created for the client by Marketing Shift. These can bought from Marketing Shift in discussion.


Article 13 Access to customer information

13.1. In order to accurately determine the ROI (Return on Investment), Marketing Shift will request financial and client information from the Client from time to time. Requests are made to the customer directly, by telephone or in writing. Upon receipt of the reply, Marketing Shift will store the information in the Client’s physical folder and any electronic record will be deleted.

13.2. The advisor will not share this information under any circumstances, nor will the advisor sell this information to any third (third) party.


Article 14. Waiver of liability

14.1. Establishing a digital media presence and initiating a two-way flow between the customer and the public can have unintended consequences for the customer’s reputation. In this case, the Client waives its right to hold the Consultant liable for any damages and/or liability that may arise from the Consultant’s actions on behalf of the Client, only if Marketing Shift is not negligent.

14.2. If at any time the Client does not agree with any actions taken by the Consultant on its behalf, it must notify Marketing Shift in writing. If the Consultant receives such communication, the Consultant will post a withdrawal and apology on all affected platforms within twenty-four (24) hours.


Article 15. Service Interruption

15.1. Either party shall be exempt from any delays or failures in performance required hereunder if caused by any event or unforeseen circumstances beyond its reasonable control, including, but not limited to, force majeure, war, fire, laws, proclamations, operations , ordinances or regulations, riots, earthquakes, floods, explosions or other natural disasters. The obligations and rights of the party so excused are extended from day to day for the period equal to the period of such excusable interruption. When such events have abated, the respective obligations of the parties hereunder shall resume. In the event that the interrupted party’s obligations continue for a period of more than thirty (30) days, either party shall have the right to terminate this Agreement upon ten (10) days’ notice prior to the other party.


Article 16. Commitment

16.1. The Client hereby engages the Advisors and the Advisors hereby accept the assignment as Advisor to the Company with due observance of the conditions set out in this Agreement. The Consultants are considered for all intents and purposes an independent contractor and are not considered an agent or employee of the Company. The Consultants and the Company do not intend to enter into any joint venture, partnership or other relationship that may impose a fiduciary obligation on the Consultants or the Company in the performance of this Agreement unless expressly stated otherwise. The Consultants acknowledge and agree that the Consultants are required to report as income all fees received by the Consultants under this Agreement and the Consultants agree and acknowledge the obligation to pay all self-employment and other taxes thereon.


Article 17. Total agreement

17.1. If either party breaches the terms of this contract or fails to perform any obligations set forth in this contract, such action shall release the other party from further contractual obligations.


Article 18. Amendments & Addendums

18.1. This contract is to be considered complete and final. However, the field of digital media is changing rapidly and these changes may necessitate an amendment or supplement to this contract. If such necessity arises, the amendment or addendum must be in the form of a separate document, signed by both parties indicating their agreement, and a copy of the signed document must be provided to the Client and the Consultant.


Article 19. Location of work activities

19.1. Marketing Shift is an online company that can carry out its work at any location. This happens on Marketing Shift’s location, on location at the customer, video production sets or public areas.

19.2. Marketing Shift location:

Bosweg 18
1756 CG, ’t Zand
North Holland, Netherlands