Strategic call 1. Definitions
Viralistic: the company registered with the Dutch Chamber of Commerce under number 67254446, located at Achtergracht 17, 1017 WL Amsterdam. Client: the party that enters into an agreement with Viralistic. Agreement: every agreement between Viralistic and the client, including quotations accepted by the client. Deliverables: the strategy, design, website, content, automation, photography or other work Viralistic produces under the agreement.
2. Applicability
These terms apply to every quotation, offer and agreement between Viralistic and the client. The client’s own purchasing terms do not apply unless Viralistic accepts them in writing. If a provision in these terms is invalid, the other provisions remain in force and the invalid provision is replaced by one that comes closest to its purpose.
3. Quotations and agreements
Quotations are valid for thirty days unless stated otherwise. An agreement comes into being when the client accepts a quotation in writing, including by email, or when Viralistic starts the work at the client’s request. Prices exclude VAT and any third-party costs (such as hosting, licences, stock material or paid media) unless stated otherwise.
4. Execution of the work
Viralistic carries out the work to the best of its knowledge and ability, as an obligation of best effort. Viralistic may engage third parties for parts of the work. The client supplies the information, materials and access Viralistic needs in time. Delays caused by late input from the client extend the planning and may lead to additional costs.
5. Phases, changes and additional work
Work is delivered in phases with a tangible deliverable per phase, as described in the quotation. Changes to the scope after acceptance count as additional work. Viralistic informs the client of the consequences for price and planning before carrying out additional work. Work outside the agreed scope is charged at the hourly rate agreed, or otherwise at Viralistic’s standard rate.
6. Delivery and acceptance
Viralistic delivers the deliverables of a phase for review. The client reviews within ten working days and reports any shortcomings in writing. Deliverables that are not rejected in writing within that period, or that the client takes into use, are deemed accepted. Agreed planning dates are indicative unless expressly agreed as a deadline.
7. Prices and payment
Invoices are payable within fourteen days of the invoice date. Viralistic may invoice a deposit before starting and invoice per phase or per month. If the client does not pay on time, statutory commercial interest and reasonable collection costs are due, and Viralistic may suspend the work until payment is received. Objections to an invoice must be reported within fourteen days and do not suspend the payment obligation for the undisputed part.
8. Intellectual property
All intellectual property rights in the deliverables, drafts, concepts and tools remain with Viralistic or its licensors. After full payment the client receives a non-exclusive, perpetual licence to use the deliverables for the purpose agreed. Transfer of rights, source files or working files only takes place when agreed in writing. Viralistic may use the work and the client’s name and logo as a reference in its portfolio unless the client objects in writing.
9. Confidentiality
Both parties keep confidential all information they receive from each other that is marked confidential or that is clearly confidential by its nature, during and after the agreement. This does not apply to information that is public, already known, or that must be disclosed by law.
10. Personal data
Where Viralistic processes personal data on behalf of the client, the parties conclude a data processing agreement that complies with the GDPR. Viralistic’s own processing is described in its privacy policy.
11. Liability
Viralistic’s liability is limited to direct damage and to the amount invoiced for the agreement, or for the last six months of the agreement in case of a continuing agreement, with a maximum of EUR 10,000 per event. Viralistic is not liable for indirect damage, such as lost profit, lost data, business interruption or damage caused by third-party services (hosting, platforms, APIs). These limitations do not apply in case of intent or gross negligence. Claims lapse twelve months after the client became aware of the damage.
12. Duration and termination
An agreement for a project ends when the deliverables are delivered. A continuing agreement (such as a monthly programme) runs for the period agreed and can be terminated with one month’s notice towards the end of that period, unless agreed otherwise. Either party may terminate the agreement with immediate effect if the other party is declared bankrupt, applies for suspension of payments or materially breaches the agreement and does not remedy this within fourteen days after written notice. Work carried out up to termination remains payable.
13. Force majeure
Viralistic is not obliged to fulfil its obligations if prevented by circumstances beyond its control, including outages of third-party services, illness or government measures. Both parties may terminate the agreement if force majeure lasts longer than sixty days, without being liable for damages.
14. Applicable law and disputes
Dutch law applies to every agreement. Disputes are submitted to the competent court in Amsterdam, after the parties have made a serious attempt to resolve the dispute together.