General Terms and Conditions Clickwave B.V. – 21 February 2025
Article 1 – Definitions
Clickwave B.V. (hereinafter: Clickwave) is a private limited company that aims to improve search engine marketing, digital marketing strategies, and related services for businesses.
In these General Terms and Conditions, the following definitions apply:
- General Terms and Conditions: these General Terms and Conditions of Clickwave.
- Client: the natural or legal person acting in the exercise of their business or profession and making use of Clickwave’s Services.
- Parties: Clickwave and/or Client.
- Agreement: the agreement concluded between Clickwave and the Client, whether or not entered into within the framework of a distance sales or service provision system, whereby one or more means of distance communication are used exclusively, and under which Clickwave undertakes to perform Services for the Client, and the Client undertakes to pay a price for such Services.
- Services: all services provided by Clickwave and/or by third parties engaged by Clickwave to the Client, including but not limited to search engine optimization (SEO), search engine advertising (SEA), content marketing, social media marketing, conversion optimization, and other digital marketing services.
- Website: the official website of Clickwave, accessible via https://clickwave.nl.
Article 2 – Identity of Clickwave
- Company name: Clickwave B.V.
- Chamber of Commerce number: 93330618
- Establishment number: 00048350826
- Address: Groninger Meeuwlaan 49, 3772PD Barneveld, The Netherlands
- E-mail: info@clickwave.nl
- Telephone: +31 342 794055
Article 3 – Applicability of the General Terms and Conditions
These General Terms and Conditions apply to every offer from Clickwave and to all current and future Agreements, deliveries, commercial relationships, and other legal relationships between the Parties.
Deviations from these General Terms and Conditions are valid only if explicitly confirmed in writing by Clickwave.
The applicability of purchase or other terms and conditions of the Client is expressly rejected, unless agreed otherwise in writing.
These General Terms and Conditions also apply to additional or amended assignments from the Client.
Article 4 – The Agreement
- All quotations, offers, and proposals from Clickwave are non-binding unless explicitly stated otherwise.
- An offer is valid for 14 (fourteen) days unless stated otherwise. If the Client does not accept the offer within this period, the offer expires.
- The Client may contact Clickwave via the Website, e-mail, or telephone to request a quotation.
- Clickwave will discuss expectations with the Client and may then prepare a quotation, which will be sent by e-mail or post. The Agreement is only concluded upon signing of the quotation or by means of a written (electronic) order confirmation.
- An assignment by the Client for which no written quotation was provided requires written acceptance by Clickwave.
- If the Client makes notes or proposes changes to the quotation, these do not form part of the Agreement unless Clickwave confirms them in writing.
- Clickwave reserves the right to refuse an assignment without stating reasons.
Article 5 – Subscriptions
Clickwave offers Agreements in the form of subscriptions, under which the Client periodically uses Clickwave’s Services.
Payment for subscriptions is made on a monthly basis.
Article 6 – Performance of the Agreement
Clickwave will endeavor to perform the Services to the best of its knowledge and ability, and in accordance with the standards of good workmanship.
Clickwave has an obligation of effort and not an obligation of result. This means Clickwave strives to achieve certain objectives but cannot guarantee specific results.
Clickwave has the right to have certain work performed by third parties.
The Client is obliged to provide Clickwave with all necessary data and information in a timely manner. If the Client fails to do so, Clickwave has the right to suspend performance and charge any additional costs.
If a deadline has been agreed for the performance of the Services, this shall not be regarded as a strict (fatal) deadline. If the deadline is exceeded, the Client must put Clickwave in default in writing and provide a reasonable period for performance.
Article 7 – Amendment of the Agreement
If during the performance of the Agreement it appears necessary to amend or supplement it, the Parties will consult with each other.
Amendments to the originally concluded Agreement are only valid once confirmed in writing by both Parties.
Article 9 – Cancellation and Termination
Cancellation after signing the quotation or (electronic) order confirmation is not possible unless the work has not yet started.
In case of cancellation before the work has started, the Client shall owe a penalty of 30% of the agreed amount in the quotation/order confirmation.
Subscriptions may be terminated in writing with a notice period of one month, effective at the end of a calendar month.
Article 10 – Costs, Fees, and Payment
- All prices quoted by Clickwave are in euros and exclusive of VAT, unless stated otherwise.
- Clickwave has the right to correct obvious errors in price quotations.
- Clickwave is entitled to charge travel expenses, external advertising costs, and other additional costs to the Client, provided these have been agreed in advance.
- Interim price changes will be communicated by Clickwave to the Client and are binding, unless agreed otherwise.
- Payment must be made within 14 days of the invoice date, unless otherwise agreed in writing.
- If the Client fails to pay within the specified period, the Client shall owe statutory interest on the outstanding amount without further notice of default.
- If Clickwave decides to collect a claim due to non-payment (judicially or extrajudicially), all resulting costs, including collection costs and legal fees, shall be borne by the Client.
Article 11 – Liability and Indemnification
Clickwave is not liable for damage resulting from incorrect or incomplete information provided by the Client.
Clickwave is not liable for errors or omissions by third parties engaged by it. If an engaged third party applies a limitation of liability, Clickwave will accept this limitation also on behalf of the Client.
Clickwave is not liable for indirect damage, consequential damage, lost revenue, loss of data, or other damage resulting from the use of the Services.
Clickwave is not liable for damage resulting from changes in search engine algorithms, advertising platforms, or other external factors that may affect the effectiveness of the Services.
The Client indemnifies Clickwave against claims from third parties arising from the use of the Services.
If Clickwave is held liable, such liability is limited to the amount paid by the Client for the relevant Services in the 12 months prior to the event causing the damage, or, where applicable, to the amount paid out by the insurer.
Article 12 – Force Majeure
Force majeure means any circumstance beyond the control of Clickwave that prevents the fulfillment of obligations in whole or in part, including but not limited to:
- Non-performance by third parties
- Illness of staff
- Strikes
- Failures in water or energy supply
- Internet disruptions
- Cyberattacks
- Pandemics, natural disasters, wars, or other domestic or foreign disturbances
In the event of force majeure, any failure to perform the Agreement cannot be attributed to Clickwave, and Clickwave is never liable for damages.
If force majeure lasts longer than one month, both Parties are entitled to terminate the Agreement without judicial intervention. In such case, Clickwave will refund any amounts already paid, less the costs already incurred.
Article 13 – Privacy and Data Protection (GDPR)
Clickwave processes personal data in accordance with the General Data Protection Regulation (GDPR).
The Client is responsible for the lawfulness of the personal data provided to Clickwave and indemnifies Clickwave against all claims (including fines from the Dutch Data Protection Authority) resulting from a breach of the GDPR.
Clickwave will process personal data only for the performance of the Services and will not disclose it to third parties without consent, unless legally required.
Clickwave will take appropriate technical and organizational measures to protect personal data against loss or unlawful processing.
Article 14 – Use of AI and Automation
Clickwave uses artificial intelligence (AI) and automated systems for content creation, ad optimization, and other marketing services.
The Client acknowledges that AI-generated texts, advice, and analyses are tools, and human validation by the Client remains necessary.
Clickwave is not liable for any errors or omissions in AI-generated content.
Article 15 – No Guarantee of SEO and Advertising Results
Clickwave will endeavor to achieve optimal results but cannot guarantee specific search engine rankings, ad performance, or conversion rates.
Search engines and advertising platforms use their own algorithms, and Clickwave has no direct influence over them.
SEO and SEA are long-term strategies, and results may vary depending on competition, market conditions, and algorithmic changes.
Article 16 – Liability for Third Parties
Clickwave may engage third parties for the performance of certain work (e.g., hosting, ad management, web development).
Clickwave is not liable for damage caused by errors, downtime, or changes in the policies of external platforms such as Google Ads, Meta, LinkedIn, or hosting providers.
If a third party limits its liability, Clickwave will accept this limitation also on behalf of the Client.
Article 17 – Rate Changes and Price Indexation
Clickwave reserves the right to adjust rates annually in line with the CBS Consumer Price Index (CPI) 2023.
Rate changes will be communicated to the Client in writing at least 30 days in advance.
If a rate increase exceeds 10%, the Client has the right to terminate the Agreement within 14 days of notification.
Article 18 – Confidentiality and Intellectual Property
The Parties undertake to maintain confidentiality regarding all confidential information obtained in the context of the Agreement.
Clickwave retains all intellectual property rights with respect to content, strategies, and other marketing materials developed by it.
The Client may not reuse or distribute any content developed by Clickwave without prior written permission.
Article 19 – Complaints Procedure
Complaints about Clickwave’s Services must be submitted in writing via info@clickwave.nl.
Clickwave will respond to the complaint within 10 working days and, if reasonably possible, provide an appropriate solution.
Article 20 – Amendment of the General Terms and Conditions
Clickwave reserves the right to amend or supplement these General Terms and Conditions at any time.
Clickwave will notify the Client of any changes at least one month in advance.
Article 21 – Applicable Law and Competent Court
These General Terms and Conditions are governed by Dutch law.
All disputes arising between Clickwave and the Client shall be submitted to the competent court in the district of Gelderland, The Netherlands.