Terms and conditions

These terms and conditions apply to all services of Hello Growth BV. We have written them as clearly as possible. In short: what we build specifically for you becomes yours once it has been paid for; we do our best, but we cannot guarantee AI, third-party software or marketing results; and our liability is limited. This summary is only a guide; the articles below apply.

Article 1. Definitions

In these terms and conditions:

1.1 Hello Growth BV: the private limited company Hello Growth BV, located at Anton Geesinkstraat 1, 1382 NA Weesp, the Netherlands, registered with the Dutch Chamber of Commerce under number 94255059.

1.2 Client: the legal entity or natural person, acting in the course of a profession or business, to whom Hello Growth BV makes an offer or with whom Hello Growth BV enters into an Agreement.

1.3 Agreement: any arrangement between Hello Growth BV and the Client concerning the provision of Services, including the quotation or order confirmation and these terms and conditions.

1.4 Services: all work performed by Hello Growth BV, including advice, workshops and training, the development of software, AI applications, automations and integrations, hosting, management and maintenance, and marketing and activation services.

1.5 Deliverables: everything Hello Growth BV creates and delivers specifically for the Client under an Agreement, such as code, applications, workflows, prompts, configurations, data models, reports, texts and designs.

1.6 Own Materials: everything Hello Growth BV already had before the Agreement began, or develops independently of it and uses across multiple assignments, such as methods, frameworks, templates, standard components, software libraries, the Hello Growth BV platform and its knowledge and experience.

1.7 Third-Party Services: software, cloud services, hosting, AI models, APIs, advertising platforms and other products and services of parties other than Hello Growth BV.

1.8 Toolstack: the Third-Party Services that Hello Growth BV purchases in its own name and makes available to the Client, such as hosting, databases, automation platforms and accounts for AI models.

1.9 In Writing: on paper or by email.

Article 2. Applicability

2.1 These terms and conditions apply to all quotations, Agreements and Services of Hello Growth BV.

2.2 Hello Growth BV works for business clients. If the Client is nevertheless a consumer, mandatory consumer law prevails over these terms and conditions.

2.3 Deviations from these terms and conditions only apply if they have been agreed In Writing, and only to the Agreement for which they were agreed.

2.4 The Client’s general terms and conditions, such as purchasing conditions, do not apply.

2.5 If documents conflict, the following order applies: (a) the arrangements made In Writing in the order confirmation or a signed contract, (b) the quotation, (c) a data processing agreement, insofar as personal data is concerned, and (d) these terms and conditions.

2.6 If a provision of these terms and conditions is void or annulled, the other provisions remain in force. The invalid provision will be replaced by a valid one that comes as close as possible to the intent of the original.

Article 3. Quotations and formation of the Agreement

3.1 Quotations from Hello Growth BV are without obligation and valid for thirty days, unless the quotation states otherwise.

3.2 A quotation is based on the information provided by the Client. If that information proves to be incorrect or incomplete, Hello Growth BV may adjust the quotation, the planning and the price.

3.3 An Agreement is formed as soon as the Client accepts the quotation In Writing, or as soon as Hello Growth BV starts performing the work at the Client’s request.

3.4 Obvious errors or mistakes in a quotation do not bind Hello Growth BV.

Article 4. Performance

4.1 Hello Growth BV performs the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship, based on the state of the art at that time. Hello Growth BV has an obligation of effort, not an obligation of result, unless a result has been expressly promised In Writing.

4.2 Hello Growth BV determines how and by whom the assignment is performed and may engage third parties for this purpose. Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code do not apply.

4.3 Hello Growth BV may perform the assignment in phases and invoice each phase separately. It may wait to start a next phase until the Client has approved the previous phase and paid the invoices for it.

4.4 Stated periods and delivery dates are estimates and never strict deadlines. If a period is exceeded, the Client must first give Hello Growth BV notice of default In Writing and allow a reasonable period of at least fourteen days to deliver.

4.5 Hello Growth BV works in principle on working days between 08:00 and 18:00, except on recognised public holidays.

4.6 Advice, analyses and recommendations from Hello Growth BV are based on the information available at that time. The Client decides whether to follow them and does so at its own expense and risk.

4.7 Expectations about results, such as time savings, cost savings, revenue or return, in quotations, presentations, case studies or conversations, are estimates. Hello Growth BV does not guarantee that they will be achieved, unless such a result has been expressly promised In Writing.

4.8 If the Client asks for work to be done urgently or with limited information, time or resources, for example a prototype in a few days, the Client accepts the associated risks, such as a greater likelihood of errors. Hello Growth BV is not liable for any damage resulting from this.

Article 5. Cooperation by the Client

5.1 The Client ensures in good time that Hello Growth BV has all the information, access, accounts and decisions needed for the performance of the work, and is responsible for their accuracy and completeness.

5.2 The Client warrants that it has the right to use, and to allow the use of, material it provides to Hello Growth BV, such as data, texts, images, trademarks and data sources. The Client indemnifies Hello Growth BV against third-party claims in this respect.

5.3 If the Client does not cooperate, or does not do so in time, Hello Growth BV may suspend performance and charge the additional costs at its current rates. The periods will then be extended accordingly.

5.4 The Client remains responsible for its own systems and accounts, including their security, settings and backups, even if Hello Growth BV works in them. This is different if it has been agreed In Writing that Hello Growth BV manages those systems.

5.5 The Client informs Hello Growth BV in advance and in full whether specific laws and regulations apply to its organisation or sector that affect the Services, such as the NIS2 Directive, the European DORA regulation for the financial sector or other sector rules. Obligations for Hello Growth BV as a supplier arising from them only apply if they have been agreed In Writing. The associated work and costs are additional work.

5.6 The Client remains responsible for complying with the laws and regulations that apply to its own organisation and business operations.

5.7 The Client handles passwords, access codes and other login details with care, shares them only with authorised persons and reports misuse to Hello Growth BV immediately. Hello Growth BV is not liable for damage caused by misuse of login details held by the Client.

Article 6. Changes and additional work

6.1 If the Client wants something different from or more than what was agreed, or if this proves necessary for proper performance, that is additional work. Hello Growth BV charges additional work at its current rates and reports this in advance where possible.

6.2 Additional work may affect the planning. A change in planning due to additional work does not entitle the Client to compensation or termination.

6.3 A fixed price only applies to the work described in the quotation or Agreement. Anything beyond that is additional work.

Article 7. Prices and payment

7.1 Hello Growth BV works with fixed prices, fixed monthly fees or time and materials at its current rates. All amounts are exclusive of VAT and exclusive of travel and accommodation costs. The costs of Third-Party Services, such as licences, hosting, usage costs of AI models and advertising budgets, are borne by the Client, unless it has been agreed In Writing that they are included in the price.

7.2 A budget, estimate or cost projection in a quotation is an estimate and not a fixed price or cap, unless a fixed price has been expressly agreed In Writing. If Hello Growth BV expects a budget to be exceeded by more than fifteen percent, it will inform the Client as soon as possible so that the parties can discuss the approach.

7.3 Hello Growth BV does not pre-finance the costs of Third-Party Services, such as advertising budgets, licences and usage costs. It may invoice those costs in advance and only has to pay them to the third party after the Client has paid them to Hello Growth BV. If the Client does not pay on time, Hello Growth BV may pause the service or campaign concerned; the consequences are borne by the Client.

7.4 Monthly fees for ongoing services are invoiced monthly in advance. Projects are invoiced per phase or milestone; Hello Growth BV may request an advance payment of up to fifty percent. Time and materials are invoiced monthly in arrears.

7.5 The Client pays within fourteen days of the invoice date. The Client may not set off or suspend payments.

7.6 The Client submits any objection to an invoice In Writing, stating reasons, within fourteen days of the invoice date. After that, the invoice is deemed accepted. An objection does not suspend payment of the undisputed part.

7.7 If the Client does not pay on time, it is in default without notice of default being required. Hello Growth BV may then charge the statutory commercial interest and extrajudicial collection costs, which are set at fifteen percent of the outstanding amount with a minimum of € 250.

7.8 If the Client is in default, Hello Growth BV may suspend all of its work. For hosting and management, this only happens after Hello Growth BV has announced it In Writing at least seven days in advance.

7.9 Before starting, or before continuing with the work, Hello Growth BV may request security for payment, such as a down payment, advance payment or bank guarantee. As long as that security has not been provided, Hello Growth BV may suspend performance and the periods will be extended accordingly. If the Client does not provide the requested security within a reasonable period, Hello Growth BV may terminate the Agreement. Work already performed remains payable.

7.10 As long as the Client has not paid everything it owes, Hello Growth BV may retain Deliverables, source code, documentation, exports, passwords and access codes, even if it is required to hand them over under the Agreement, insofar as the law does not prevent this.

7.11 Hello Growth BV may adjust its rates and monthly fees on 1 January and 1 July of each year in line with the change in the consumer price index (CPI, all households) of Statistics Netherlands (CBS) over the preceding period. Hello Growth BV announces an indexation In Writing at least thirty days in advance. If Hello Growth BV does not apply an indexation, it may still apply it at a later date. A decrease in the CPI does not lead to lower prices. If the prices of Third-Party Services increase, Hello Growth BV may pass on that increase after announcing it In Writing at least thirty days in advance. If a price increase exceeds ten percent, the Client may terminate the Agreement as of the date on which the increase takes effect. That termination right does not apply to indexation, to passed-on price increases of Third-Party Services or to increases resulting from laws, regulations or taxes.

7.12 If the Client consists of more than one party, each of them is jointly and severally liable for payment.

Article 8. Cancellation and postponement

8.1 If the Client cancels or postpones a project, workshop or other work for which Hello Growth BV has reserved capacity, the Client owes: more than six weeks before the start, the costs already incurred; between six and two weeks before the start, fifty percent of the agreed amount; and within two weeks before the start, the full amount.

8.2 If the Client ends an assignment or an Agreement with a fixed term early, it remains liable for the work already performed and the remaining instalments.

8.3 A workshop participant may be replaced free of charge by another employee of the Client.

Article 9. Delivery, acceptance and warranty

9.1 Hello Growth BV informs the Client when a Deliverable has been delivered. The Client tests the Deliverable within ten working days and reports any defects In Writing, as specifically as possible, within that period.

9.2 A Deliverable is deemed accepted as soon as the Client approves it In Writing, as soon as the Client puts it into use in its normal business operations, or as soon as the period of ten working days has expired without defects being reported. Minor defects that do not prevent normal use are no reason to refuse acceptance; Hello Growth BV will fix them as soon as possible.

9.3 If the Client reports a reproducible defect, meaning a deviation from what was agreed In Writing, within thirty days of acceptance, Hello Growth BV will fix it free of charge. This warranty does not apply to defects caused by changes made by the Client or third parties, by Third-Party Services, by incorrect use or by the Client’s data. Repair is Hello Growth BV’s only obligation in the event of a defect.

9.4 A prototype, proof of concept or pilot is intended to test an idea and is not production-ready software. Hello Growth BV delivers it as is, without an acceptance procedure and without warranty.

9.5 Hello Growth BV does not guarantee that software will work without errors or interruptions.

Article 10. AI applications

10.1 AI models work on the basis of probability. Their outputs may be incorrect, incomplete, outdated or inappropriate and are not always predictable. Hello Growth BV does not guarantee that the outputs of AI applications are correct or suitable.

10.2 The Client assesses the outputs of AI applications before relying on them or making them public, especially for decisions about people and for legal, financial or medical matters. Where agreed, Hello Growth BV sets up a step in which a person approves. The Client remains responsible for the use of the outputs and for the decisions it bases on them.

10.3 The Client warrants that it is entitled to use the data and content it has processed in an AI application, and that its use of the application is lawful.

10.4 AI models are Third-Party Services. Their functioning, price and availability may change. If an application has to be adjusted as a result, that is additional work, unless the adjustment falls under an agreed management agreement.

10.5 As the user of an AI application, the Client is responsible for complying with the laws and regulations that apply to its use, including the European AI Act, for example regarding transparency towards its own customers and the AI literacy of its employees. Hello Growth BV provides support on request, at its current rates. Hello Growth BV does not develop applications for practices prohibited by the AI Act, and only develops high-risk applications after separate arrangements have been made In Writing.

10.6 Hello Growth BV does not guarantee that outputs of AI models are protected by intellectual property rights or that they do not infringe the rights of third parties.

10.7 Hello Growth BV may itself use AI tools in performing the work, for example to write code, analyse data or draft texts. It only processes the Client’s data in those tools where this is necessary or useful for the assignment, and only through business accounts where the provider does not use that data to train its models. On request, Hello Growth BV provides an overview of the AI tools it uses for the assignment.

10.8 The performance of an AI application may change or decline over time, for example because the data, work processes or models used change. That is not a defect. Adjusting, reconfiguring or improving an application falls under an agreed management agreement and is otherwise additional work. Hello Growth BV may carry out updates and optimisations as part of management; it will discuss changes with a material effect on how the application works with the Client in advance.

10.9 The Client does not use AI applications for discrimination, deception, fraud, spreading false information or any other use that is unlawful or may harm people or organisations. The Client does not take decisions with legal effects for people without human review. If Hello Growth BV establishes misuse, it may block access immediately and terminate the Agreement with immediate effect, without being liable for any compensation.

Article 11. Third-Party Services and Toolstack

11.1 Third-Party Services are subject to the terms of those third parties. The Client complies with them. Hello Growth BV draws the Client’s attention to those terms where reasonably necessary.

11.2 Third-Party Services are preferably purchased in the Client’s name. If it has been agreed that Hello Growth BV makes its own Toolstack available during the build and test phase, articles 11.4 to 11.10 also apply.

11.3 Hello Growth BV is not responsible for the availability, functioning, changes, price increases or discontinuation of Third-Party Services. If integrations, connections or configurations have to be adjusted because a third party changes its service, API or terms, that is additional work, unless the adjustment falls under an agreed management agreement.

11.4 For making the Toolstack available, Hello Growth BV charges a monthly fee, the toolstack fee, as stated in the quotation or Agreement. The toolstack fee is invoiced monthly in advance. A month that has started is charged in full. The toolstack fee only covers making the Toolstack available and not management, maintenance, support or changes; Hello Growth BV charges those separately, unless a management agreement applies.

11.5 After delivery, the Client ensures that the Toolstack is transferred to accounts in its own name within thirty days, unless otherwise agreed In Writing. Hello Growth BV assists with this; article 15.2 applies to that work.

11.6 If the Client does not transfer the Toolstack on time, the application continues to run on Hello Growth BV’s Toolstack and the toolstack fee continues to be charged every month until the transfer has been completed or the provision of the Toolstack has ended. This also applies if the Client is already using the application in its normal business operations. Hello Growth BV passes on price increases of the Third-Party Services and additional usage, such as more users, storage or AI usage.

11.7 Continuing to run on the Toolstack does not extend the test phase. Acceptance under article 9.2, the warranty period under article 9.3 and the payment obligations continue to apply as normal.

11.8 As long as the Toolstack is in Hello Growth BV’s name, the following applies: (a) the Toolstack is set up for building and testing, and Hello Growth BV does not guarantee that it is suitable for production use in terms of capacity, availability, security and backups, unless a management agreement applies; (b) if the Client uses the application in its business operations, it does so at its own risk, and Hello Growth BV is not liable for damage resulting from that use of the Toolstack; (c) Hello Growth BV remains the administrator of the accounts and determines their settings; (d) the Client complies with the terms of the Third-Party Services concerned; (e) Hello Growth BV may block access in the cases referred to in article 12.5.

11.9 The Client may terminate the provision of the Toolstack at any time In Writing with a notice period of thirty days. If the period referred to in article 11.5 has expired without the Toolstack being transferred, Hello Growth BV may also terminate the provision In Writing with a notice period of thirty days. Hello Growth BV may end the provision earlier if a third party discontinues its service or no longer permits Hello Growth BV to use it for the Client, or if the Client is in default as referred to in article 7.8.

11.10 After the provision ends, Hello Growth BV keeps the data for another thirty days so that the Client can have it exported. Hello Growth BV then deletes the environment and the data, and the application stops working. Hello Growth BV is not liable for the consequences if the Client has not transferred the Toolstack on time. The rights to the Deliverables transfer in accordance with article 14, even if the Toolstack belonged to Hello Growth BV. Third-party accounts and licences in Hello Growth BV’s name are only transferred insofar as the third party permits; otherwise the Client creates its own accounts and Hello Growth BV moves the application to them.

Article 12. Hosting, management and maintenance

12.1 If it has been agreed that Hello Growth BV hosts, manages or maintains an application, the Agreement specifies what this includes. This may be on the Hello Growth BV platform or in the Client’s environment.

12.2 Hello Growth BV makes every effort to ensure good availability but does not guarantee uninterrupted operation. Arrangements on availability, response times and recovery times only apply if they have been laid down In Writing in a service level agreement.

12.3 Hello Growth BV may carry out maintenance that makes an application temporarily unavailable. It announces planned maintenance in advance and carries it out outside office hours where possible.

12.4 Hello Growth BV regularly makes backups of the environments it hosts. The Client remains responsible for complying with its own statutory retention obligations.

12.5 Hello Growth BV may temporarily block access to an application in the event of a security risk, misuse, a legal obligation or default by the Client as referred to in article 7.8.

12.6 The Client does not use the applications for unlawful purposes and is responsible for its users and what they do with the application.

12.7 Hello Growth BV takes appropriate security measures but cannot guarantee that they will work in all circumstances or that security incidents will always be prevented.

Article 13. Marketing and advertising

13.1 Marketing results, such as search engine rankings, reach, leads, conversions and revenue, depend on factors beyond Hello Growth BV’s control. Hello Growth BV does not guarantee those results.

13.2 The Client pays advertising budgets directly to the advertising platform or in advance to Hello Growth BV, as provided in article 7.3. Advertising accounts are preferably in the Client’s name. Hello Growth BV is not liable for spending within the budgets set or for the way a platform allocates budgets.

13.3 The Client approves campaigns and content before they are published and is responsible for the accuracy of claims and product information and for complying with the rules that apply to its advertising.

13.4 Hello Growth BV is not liable if a platform rejects advertisements or restricts or suspends an account.

13.5 If Hello Growth BV approaches people on behalf of the Client, for example for lead generation or email marketing, the Client is responsible for a valid legal basis and, where required, for the consent of the recipients.

Article 14. Intellectual property

14.1 What Hello Growth BV creates specifically for the Client becomes the Client’s. The intellectual property rights to the Deliverables transfer to the Client as soon as everything the Client owes for those Deliverables has been paid in full. Hello Growth BV hereby transfers those rights subject to that condition. If a deed is required for the transfer, the order confirmation or Agreement signed by both parties serves as the deed; if there is none, Hello Growth BV will sign a deed of transfer on request.

14.2 Until full payment has been made, Hello Growth BV remains the rights holder and the Client only has a right of use, which lapses if the Client is in default.

14.3 Own Materials remain the property of Hello Growth BV. If Own Materials are incorporated in the Deliverables, the Client receives, after full payment, a perpetual, worldwide, non-exclusive and royalty-free right to use them as part of those Deliverables, to modify them and to have them managed by another party, also after the Agreement has ended. The Client may not sell, license or offer Own Materials as its own product separately from the Deliverables.

14.4 Hello Growth BV may reuse the knowledge, experience and general techniques it gains during an assignment, without using the Client’s confidential information.

14.5 Third-Party Services and open-source software are subject to the licences of the respective rights holders. Those rights do not transfer to the Client.

14.6 The Client’s data remains the Client’s. Hello Growth BV only uses it to perform the Agreement and not to train AI models for others.

14.7 Workshop and training materials remain the property of Hello Growth BV. The Client may use them within its own organisation.

14.8 If a third party claims that a Deliverable infringes its rights, Hello Growth BV may modify or replace the Deliverable so that the infringement ends, or obtain a right to continue using it. That is, within the limits of article 18, Hello Growth BV’s only obligation. This does not apply to infringements arising from the Client’s material, Third-Party Services, outputs of AI models or changes not made by Hello Growth BV.

Article 15. Transfer and end of the collaboration

15.1 The Client may at any time, including when the Agreement ends, request the transfer of the Deliverables that have been paid for in full. Hello Growth BV will then provide the source code, configurations, an export of the data and the available documentation.

15.2 Hello Growth BV charges work for the transfer, such as migration, moving accounts and supporting a new party, at its current rates, unless otherwise agreed.

15.3 After a hosting or management agreement ends, Hello Growth BV keeps the Client’s data for another thirty days so that the Client can have it exported. Hello Growth BV then deletes it, unless the law requires it to keep it longer.

15.4 After the transfer, Hello Growth BV no longer has any warranty or maintenance obligations for the transferred Deliverables, unless the parties enter into a new Agreement for this.

Article 16. Confidentiality and references

16.1 The parties keep each other’s confidential information secret and only use it for the Agreement. They only share it with employees and engaged third parties who need the information and are bound by the same confidentiality.

16.2 Confidentiality does not apply to information that was already public, that a party already lawfully had, that a party developed independently, or that a party is required to disclose by law or court order.

16.3 Confidentiality continues to apply after the Agreement ends for as long as the information is confidential.

16.4 Hello Growth BV may use the Client’s trade name, company name and logo during and after the Agreement for reference and marketing purposes, such as on the Hello Growth BV website and in presentations, quotations, pitches and other commercial communications. The Client grants Hello Growth BV a non-exclusive and royalty-free right of use for this purpose.

16.5 Hello Growth BV only uses the name and logo to indicate that the Client is or has been a client, and makes no statements that could reasonably harm the Client’s reputation. Hello Growth BV only publishes a substantive description of the assignment, results or quotes with the Client’s approval.

16.6 If the Client objects In Writing to future use of its name or logo, Hello Growth BV will stop that use within a reasonable period. Hello Growth BV does not have to withdraw communications that have already been distributed.

Article 17. Personal data

17.1 If Hello Growth BV processes personal data for the Client in performing the work, the Client is the controller and Hello Growth BV the processor within the meaning of the General Data Protection Regulation (GDPR). If the parties have concluded a separate data processing agreement, that agreement prevails. Otherwise, this article serves as the data processing agreement.

17.2 Hello Growth BV only processes the personal data on the Client’s written instructions, including the Agreement, and not for its own purposes, unless the law requires it to process the data.

17.3 Employees and engaged third parties with access to the personal data are bound by confidentiality.

17.4 Hello Growth BV takes appropriate technical and organisational measures to secure the personal data. The Client assesses whether those measures are appropriate to the risks of its processing. Hello Growth BV cannot guarantee security that works in all circumstances.

17.5 The Client gives Hello Growth BV general authorisation to engage sub-processors. Hello Growth BV provides an overview on request and gives advance notice of a new sub-processor. If the Client raises a reasonable objection within fourteen days and the parties cannot find a solution, either party may terminate the part of the Agreement concerned. Hello Growth BV imposes the same obligations on sub-processors as set out in this article.

17.6 Hello Growth BV only transfers personal data to countries outside the European Economic Area if appropriate safeguards apply.

17.7 Hello Growth BV assists the Client with requests from data subjects, with a data protection impact assessment and with contact with the supervisory authority, insofar as reasonable and at its current rates.

17.8 Hello Growth BV reports a personal data breach without undue delay and no later than 48 hours after discovering it, with the information the Client needs to meet its own notification obligation.

17.9 After the processing ends, Hello Growth BV deletes or returns the personal data, at the Client’s choice, unless the law requires it to keep the data.

17.10 Hello Growth BV makes available the information needed to demonstrate compliance with this article. The Client may have an audit carried out no more than once a year by an independent expert bound by confidentiality, after at least thirty days’ notice and at the Client’s expense.

17.11 The Client warrants that it has a valid legal basis for the processing and indemnifies Hello Growth BV against third-party claims arising from unlawful processing for which the Client is responsible.

Article 18. Liability

18.1 If Hello Growth BV is liable, it is only liable for direct damage, within the limits of this article. Liability for a failure to perform the Agreement only arises if the Client first gives Hello Growth BV notice of default In Writing, stating reasons and allowing a reasonable period to remedy the failure, and Hello Growth BV still fails to perform after that period.

18.2 The total liability of Hello Growth BV, on whatever grounds, including a failure to perform, tort, warranties and indemnities, is limited per event to the amount, exclusive of VAT, that Hello Growth BV invoiced for the assignment concerned in the six months preceding the event, up to a maximum of € 25,000 per event and € 50,000 per calendar year. Related events count as one event.

18.3 Direct damage only means: reasonable costs of determining the cause and extent of the damage, reasonable costs of making Hello Growth BV’s performance conform to the Agreement, and reasonable costs of preventing or limiting damage.

18.4 Hello Growth BV is not liable, on whatever grounds, for indirect damage, including consequential damage, lost profits, lost savings, damage due to business interruption and reputational damage. Hello Growth BV is also not liable for damage caused by: loss of or damage to data, except the costs of restoring the most recent backup if Hello Growth BV was required to make it under the Agreement; outputs of AI applications; Third-Party Services; incorrect or incomplete information or materials from the Client; following advice; spending of advertising budgets; or fines and sanctions imposed on the Client.

18.5 The limitations in this article do not apply if the damage is the result of intent or deliberate recklessness on the part of Hello Growth BV’s management.

18.6 The Client reports damage In Writing within three months after discovering it or after it could reasonably have been discovered. Any claim for compensation lapses twelve months after the damage occurred.

18.7 The limitations in this article also apply to Hello Growth BV’s employees and to third parties Hello Growth BV engages in performing the work. They may rely on them directly.

18.8 The Client indemnifies Hello Growth BV against third-party claims, including from its own customers, arising from the Client’s use of the Deliverables or Services, except insofar as Hello Growth BV is liable for them under this article.

Article 19. Force majeure

19.1 Hello Growth BV is not required to perform an obligation if it is prevented from doing so by a circumstance that cannot be attributed to it.

19.2 This includes in any event disruptions, restrictions or changes at Third-Party Services, such as cloud providers, hosting parties, AI models, APIs and advertising platforms, failure of electricity, internet or telecommunications, cyberattacks, illness of employees, pandemics, war, government measures, fire and natural disasters.

19.3 During force majeure, Hello Growth BV’s obligations are suspended. If the force majeure lasts longer than sixty days, either party may terminate the Agreement In Writing without being liable for any compensation. Hello Growth BV may invoice what it has already delivered.

Article 20. Term and termination

20.1 An Agreement for a project ends as soon as the project has been completed.

20.2 An Agreement for ongoing services, such as hosting, management or a retainer, is entered into for an indefinite period, unless a term has been agreed. Either party may terminate it In Writing as of the end of a calendar month, with a notice period of three calendar months. If a term has been agreed, the Agreement is then tacitly renewed each time for the same period, but never for more than twelve months at a time, and may be terminated In Writing as of the end of a period, with a notice period of three calendar months.

20.3 An Agreement for a fixed term cannot be terminated early, unless this has been agreed In Writing.

20.4 Either party may terminate the Agreement if the other party, after notice of default In Writing allowing a reasonable period, continues to fail to perform an essential obligation. Either party may terminate the Agreement with immediate effect if the other party is declared bankrupt, applies for a suspension of payments or ceases its business.

20.5 Hello Growth BV does not have to undo what it delivered before termination, and the invoices for it remain payable and become immediately due.

20.6 Provisions that by their nature are intended to continue after the Agreement ends, such as those on intellectual property, confidentiality, liability and transfer, remain in force.

20.7 If Hello Growth BV terminates the Agreement because the Client fails to perform, or if the Client ends the Agreement early without being entitled to do so under these terms and conditions, the Client owes Hello Growth BV, in addition to the work already performed, the damage Hello Growth BV suffers. This includes lost income over the remaining term or the remaining part of the assignment, less the costs Hello Growth BV saves as a result.

Article 21. No hiring of staff

21.1 During the Agreement and for twelve months thereafter, the Client does not employ, or engage directly or through another party, any employees or freelancers of Hello Growth BV who were involved in the assignment, unless Hello Growth BV agrees In Writing.

21.2 If the Client acts in breach of article 21.1, it owes Hello Growth BV an immediately payable penalty of € 25,000 per breach. Hello Growth BV also retains the right to claim full compensation.

Article 22. Other provisions

22.1 The Client may only transfer rights and obligations under the Agreement to another party with the written consent of Hello Growth BV. Hello Growth BV may transfer them to a business that continues its activities or to a group company.

22.2 Hello Growth BV may amend these terms and conditions. An amendment applies to current Agreements from thirty days after Hello Growth BV has announced it In Writing. If the amendment is materially disadvantageous to the Client, the Client may terminate the Agreement as of the date on which the amendment takes effect.

22.3 If these terms and conditions are also available in another language, the Dutch text prevails in the event of any discrepancy.

22.4 Hello Growth BV’s records, such as time records, data on the use of Third-Party Services and log files, serve as evidence of the work performed and of usage, unless the Client proves otherwise.

Article 23. Governing law and disputes

23.1 The Agreement and these terms and conditions are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

23.2 The parties first try to resolve a dispute together. If that fails, the dispute will be submitted to the competent court of the District Court of Amsterdam.