Terms of Service of NurtureFlow Nederland B.V.

These Terms of Service (the “Terms”) govern access to and use of the services provided by NurtureFlow Nederland B.V., with its registered office at Korte Molenweg 18, 1812 BS Alkmaar, Netherlands, email [email protected], phone +31 72 845 63 91 (the “Company,” “we,” “us,” or “our”).

By engaging, purchasing, accessing, or otherwise using our services, the client, customer, or other party receiving the services (the “Client,” “you,” or “your”) agrees to be bound by these Terms. If you do not agree, you must not use our services.

1. Introduction and Acceptance of Terms

These Terms form a binding agreement between you and NurtureFlow Nederland B.V. for the provision of lead-nurturing and related marketing services. These Terms apply to all quotations, proposals, statements of work, service orders, and other agreements referencing or incorporating them, unless expressly agreed otherwise in writing by the Company.

By signing a proposal, submitting an order, paying an invoice, or otherwise confirming services, you acknowledge that you have read, understood, and accepted these Terms.

2. Scope of Services

Subject to a separate proposal, order form, statement of work, or service agreement, NurtureFlow Nederland B.V. may provide the following services:

• Lead nurture strategy development
• Email drip campaign design
• Marketing automation setup and optimization
• Lead scoring and segmentation
• Sales and marketing handoff workflows
• Content mapping for buyer journeys
• Performance tracking and campaign reporting

All services are provided on a professional-services basis and may depend on the availability, accuracy, and timely delivery of information, access, approvals, and cooperation from the Client and any third parties used by the Client.

Unless expressly included in a written agreement, our services do not include legal, tax, accounting, or regulatory advice, printing, media buying, web development outside agreed scope, or third-party license fees.

3. User Obligations and Responsibilities

You agree to:

• Provide accurate, complete, and timely information, content, and instructions necessary for us to perform the services;
• Ensure you have all rights, permissions, and consents required for materials, data, and systems you provide;
• Maintain the security and confidentiality of login credentials, system access, and account permissions shared with us;
• Review deliverables promptly and provide feedback, approvals, and decisions within reasonable timeframes;
• Comply with applicable laws, including marketing, privacy, anti-spam, consumer protection, and intellectual property laws;
• Not use our services for unlawful, misleading, discriminatory, defamatory, or abusive activities;
• Indemnify the Company against losses arising from your breach of these obligations, subject to any mandatory law.

You are responsible for final business decisions, including implementation, publishing, sending, segmentation rules, lead scoring criteria, and use of automation workflows recommended or configured by us.

4. Payment Terms and Conditions

Fees will be set out in the applicable proposal, statement of work, invoice, or order confirmation. Unless otherwise agreed in writing:

• All prices are in euros and exclusive of VAT and any other applicable taxes, duties, or charges;
• Invoices are payable within the term stated on the invoice;
• Late payments may result in suspension of services until all outstanding amounts are paid;
• The Client is responsible for bank fees, exchange costs, and transaction charges;
• Recurring services may be billed in advance on a monthly or other agreed basis;
• We may require a deposit or upfront payment before commencing work;
• Any estimates are based on the scope known at the time and may be revised if the scope changes.

If payment is not received on time, the Company may charge statutory interest and reasonable collection costs to the extent permitted by applicable law.

5. Cancellation and Refund Policy

Either party may terminate services in accordance with any written agreement or, if no specific termination terms apply, by giving reasonable written notice.

• Fees already incurred, work completed, and committed third-party costs are non-refundable;
• Deposits and upfront fees are non-refundable unless otherwise required by mandatory law or expressly stated in writing;
• If the Client cancels after work has begun, the Client must pay for all work performed up to the effective cancellation date;
• Any cancellation of scheduled services, workshops, or implementation sessions may require advance notice as specified in the relevant agreement;
• We may suspend or terminate services immediately if the Client materially breaches these Terms, fails to pay, or uses the services unlawfully.

Where a refund is agreed in writing, it will be limited to the amount expressly approved by the Company, less any non-recoverable expenses and work already completed.

6. Liability Limitations

To the maximum extent permitted by applicable law, NurtureFlow Nederland B.V. shall not be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, revenue, business opportunity, goodwill, data, or anticipated savings.

We do not guarantee specific business outcomes, including lead volume, conversion rates, deliverability, revenue, sales performance, or marketing return on investment.

Our total aggregate liability arising out of or in connection with the services, whether in contract, tort, negligence, or otherwise, shall not exceed the total fees actually paid by the Client to the Company for the specific services giving rise to the claim during the three (3) months preceding the event giving rise to the claim, unless a different cap is required by mandatory law.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for wilful misconduct or gross negligence to the extent such exclusion is not permitted.

7. Intellectual Property Rights

Unless otherwise agreed in writing:

• All pre-existing intellectual property, templates, methodologies, frameworks, software, know-how, and tools used or developed by the Company remain the exclusive property of NurtureFlow Nederland B.V.;
• Upon full payment of all applicable fees, the Client receives a non-exclusive, non-transferable license to use final deliverables created specifically for the Client for its internal business purposes;
• The Client may not resell, sublicense, publish, distribute, reverse engineer, or commercially exploit our proprietary materials except as expressly permitted in writing;
• The Client retains ownership of its own pre-existing materials, trademarks, data, and content provided to us;
• The Client grants the Company a limited right to use Client materials solely to perform the services;
• We may retain copies of deliverables and work product for recordkeeping, quality assurance, compliance, and portfolio/reference use, unless the Client objects in writing and such use is not otherwise permitted by law or agreement.

8. Data Protection and Privacy

Both parties shall comply with applicable data protection and privacy laws. To the extent the Company processes personal data on behalf of the Client, the parties may enter into a separate data processing agreement or equivalent terms.

The Client represents and warrants that it has all necessary notices, lawful bases, permissions, and consents to provide personal data and marketing lists to the Company and to use the services, including for email automation, segmentation, lead scoring, and campaign reporting.

The Client is responsible for ensuring that its contacts, subscribers, and leads receive any legally required notices, consent options, unsubscribe mechanisms, and rights management processes. We may rely on the Client’s instructions and representations unless they are manifestly unlawful.

We implement commercially reasonable technical and organizational safeguards appropriate to the nature of the services. However, no system is entirely secure, and we do not guarantee absolute security or uninterrupted availability of third-party platforms.

9. Force Majeure

The Company shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, labor disputes, power outages, internet or telecommunications failures, cyber incidents, epidemics, governmental actions, third-party platform outages, or changes in law.

If a force majeure event occurs, the affected obligations shall be suspended for the duration of the event. If the event continues for a prolonged period, either party may discuss modification or termination of the affected services in good faith.

10. Changes to Terms

We may update or modify these Terms from time to time to reflect changes in our services, business practices, or legal requirements. The revised Terms will take effect when posted or when otherwise communicated to you, unless a later effective date is specified.

Your continued use of the services after the effective date of any changes constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using the services and notify us in writing, subject to any ongoing obligations or active agreements.

11. Applicable Law and Jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws applicable in the Netherlands, without regard to conflict-of-law principles, to the extent permitted by mandatory law.

Any dispute arising out of or relating to these Terms or the services shall be submitted to the competent court having jurisdiction in the Netherlands, unless mandatory consumer or other applicable law provides otherwise.

12. Contact Information

If you have questions, notices, complaints, or requests regarding these Terms or our services, please contact:

• NurtureFlow Nederland B.V.
• Korte Molenweg 18, 1812 BS Alkmaar, Netherlands
• Email: [email protected]
• Phone: +31 72 845 63 91

13. Severability Clause

If any provision of these Terms is held to be invalid, unlawful, or unenforceable by a competent court or authority, that provision shall be interpreted to the minimum extent necessary to make it valid and enforceable. If such interpretation is not possible, the provision shall be severed, and the remaining provisions shall remain in full force and effect.

These Terms constitute the entire agreement between the parties regarding their subject matter, unless replaced or supplemented by a written agreement signed by both parties.