Definitions
1.1 Chicas Contentas: Chicas Contentas, established at Wethouder Romboutsstraat 58, registered with the Dutch Chamber of Commerce under number 87364468. Hereinafter also "we" or "us". 1.2 Client: the natural or legal person acting in the course of a profession or business who enters into an Agreement with Chicas Contentas. 1.3 Agreement: any agreement between Chicas Contentas and the Client concerning the provision of Services, including the accepted quotation or the accepted proposal. 1.4 Services: all work that Chicas Contentas performs for the Client, including strategy, positioning, brand development, content and creation, and direction of execution in cooperation with partners. 1.5 Phase: a part of the Services delimited in the Agreement, with its own scope, planning and price. 1.6 Work: all results of the Services, including strategies, concepts, copy, designs, images, presentations and other output, whether in draft or final form. 1.7 Client Material: all information, copy, images, trade marks, brand identity elements and other content supplied by the Client. 1.8 Additional Work: work outside the scope of a Phase as agreed in the Agreement. 1.9 In writing: by letter, e-mail or via another digital channel customary between the parties, the content of which can be retained.
Applicability
2.1 These general terms and conditions apply to all quotations, proposals, Agreements and Services of Chicas Contentas. 2.2 Deviations apply only if confirmed In writing by Chicas Contentas and apply solely to the Agreement concerned. 2.3 The applicability of any purchasing or other conditions of the Client is expressly rejected. 2.4 In the event of a conflict between the Agreement and these terms and conditions, the Agreement prevails. 2.5 Chicas Contentas may amend these terms and conditions. For ongoing Agreements, the version that applied at the time of entering into them continues to apply, unless the Client agrees to the new version. 2.6 If a provision is null and void or is annulled, the remaining provisions remain in force. The parties will then replace that provision with a valid one that approximates its intent as closely as possible.
Introductory call, quotation and formation
3.1 An introductory call is without obligation and free of charge. 3.2 Quotations and proposals are without obligation and valid for 30 days, unless stated otherwise. They are based on the information provided by the Client. 3.3 The Agreement is formed at the moment the Client accepts a quotation or proposal In writing, or earlier if Chicas Contentas begins performance at the Client's request. 3.4 The cooperation is structured modularly in Phases. Starting a Phase does not oblige either party to a subsequent Phase. Each subsequent Phase is confirmed separately In writing. 3.5 A Phase starts only after the Client has given approval In writing and, where agreed, the down payment has been received. Without that confirmation, Chicas Contentas does not start work. 3.6 Chicas Contentas may refuse a request without stating reasons.
Performance of the services
4.1 Chicas Contentas performs the Services to the best of its insight and ability. Chicas Contentas has an obligation to use its best efforts, not an obligation to achieve a particular result. 4.2 Chicas Contentas delivers strategic, creative and executional work. No guarantee is given as to revenue, leads, reach, conversions or other commercial results. Those depend on the market, on execution and on factors beyond the influence of Chicas Contentas. 4.3 Chicas Contentas determines the manner of performance and may engage third parties. If a partner, such as a photographer, developer or printer, performs work at the Client's request, the Client enters into an agreement with that partner itself, unless agreed otherwise In writing. Chicas Contentas is not liable for the work of such partners. 4.4 Time periods and planning are indicative and are not strict deadlines, unless expressly agreed otherwise In writing. 4.5 Communication takes place through the agreed channels, such as e-mail, WhatsApp or project tools. Response times are indicative and are not a guarantee. 4.6 In performing the Services, Chicas Contentas may use digital tools, including AI tools, to support its own work. Confidential information of the Client is not entered into tools that use such information to train models. The Work remains the result of professional judgement by Chicas Contentas.
Delivery, feedback and approval
5.1 Each Phase ends with a delivery. 5.2 After delivery, the Client is entitled to two rounds of feedback for substantive changes and, thereafter, one round of feedback for minor corrections, unless the Agreement provides otherwise. 5.3 Feedback is bundled and provided In writing within 14 days of delivery. Corrections within scope are processed. 5.4 If the Client does not respond within 14 days of delivery, the Work is deemed approved. 5.5 After approval of a Phase, a go/no-go moment follows for the next Phase. Changes to approved Work count as Additional Work.
Scope and additional work
6.1 Work outside the scope of a Phase as agreed in the Agreement is Additional Work. 6.2 Additional Work is notified in advance and quoted separately, or carried out at the agreed hourly rate if that was agreed in advance. 6.3 Examples of Additional Work are: additional rounds of feedback beyond the agreed rounds; new directions after approval; adding new components, pages, channels, assets or strategies; changes resulting from incorrect, incomplete or amended information from the Client. 6.4 Additional Work may affect the planning.
Prices and payment
7.1 All prices are in euros and exclusive of VAT and other government levies. 7.2 Third-party costs incurred for the Client, such as photography, printing, licences for fonts or imagery, media budget, software and travel expenses, are not included in the price and are charged on after prior approval, unless agreed otherwise. 7.3 Unless agreed otherwise: a 50% down payment on approval, after which the work starts, and the remaining 50% after delivery of the Phase or the project. Ongoing services are invoiced monthly in advance. 7.4 The payment term is 14 days from the invoice date. 7.5 Objections to an invoice are notified In writing within 14 days of the invoice date. After that, the invoice is deemed accepted. An objection does not suspend the payment obligation. 7.6 If the payment term is exceeded, the Client is in default by operation of law and owes the statutory commercial interest, plus extrajudicial collection costs of 15% of the outstanding amount with a minimum of € 150. 7.7 In the event of non-payment, Chicas Contentas may, after a reminder, suspend the work and postpone the delivery or transfer of Work until payment has been made in full. 7.8 Chicas Contentas may adjust its rates annually with effect from 1 January. For ongoing Phases, the agreed price applies.
Client obligations and delay
8.1 The Client ensures: timely delivery of input, such as copy, imagery, information and feedback; clear decision-making within a reasonable period; a single point of contact authorised to take decisions; the accuracy and completeness of the information provided. 8.2 The Client warrants that it holds all rights to the Client Material and that its use does not infringe the rights of third parties or any laws or regulations. The Client indemnifies Chicas Contentas against third-party claims in this respect. 8.3 Delay attributable to the Client shifts the planning. Chicas Contentas is then not bound by previously agreed time periods. 8.4 If a Phase is at a standstill for more than 14 days due to the Client, Chicas Contentas may adjust the planning, reschedule the continuation subject to availability and revise deadlines. 8.5 If a Phase is at a standstill for more than 60 days due to the Client, Chicas Contentas may treat the Phase as delivered and invoice the remaining amount, or terminate the Agreement In writing. Article 9 then applies. 8.6 The Client is itself responsible for the decisions it takes on the basis of the advice and the Work of Chicas Contentas, and for the way in which it uses the Work.
Cancellation and termination
9.1 Either party may terminate the cooperation In writing. Ongoing Phases are then completed or stopped as the parties agree. Future Phases lapse. 9.2 In the event of cancellation or termination after the start of a Phase: work already performed remains payable and is invoiced pro rata to progress; the right to a refund of down payments lapses; the remaining value of the Phase is payable to the extent that Chicas Contentas had reserved capacity that can no longer be deployed otherwise. 9.3 If the Client cancels a confirmed Phase before it has started, a cancellation fee of 25% of the price of that Phase applies where cancellation occurs within 14 days before the planned start date. 9.4 Chicas Contentas may terminate or dissolve the Agreement In writing with immediate effect if the Client is in default, is declared bankrupt, applies for suspension of payments, discontinues its business, or if continuation cannot reasonably be required of Chicas Contentas. 9.5 On termination, the Work produced up to that point is transferred only after full payment of all amounts due. 9.6 Provisions which by their nature are intended to survive the end of the Agreement, including intellectual property, confidentiality, liability, indemnities and payment obligations, remain in full force.
Intellectual property and right of use
10.1 All intellectual property rights in the Work, including concepts, strategies, designs, copy and working methods, vest in Chicas Contentas or its licensors. 10.2 After full payment for the Phase concerned, the Client obtains an exclusive, perpetual and worldwide right to use the final, approved Work for the purpose for which it was created, including use for its own brand and marketing. A transfer of the intellectual property rights themselves may be agreed separately In writing. 10.3 The right of use does not include the right to resell the Work, to license it to third parties or to use it for brands or businesses other than those of the Client. 10.4 Concepts, proposals and directions that were not chosen or not purchased remain with Chicas Contentas and may not be used by the Client. 10.5 Working files, such as open design, source and project files, are transferred only if agreed In writing, where applicable against payment. 10.6 For third-party material incorporated in the Work, such as fonts, stock imagery, music or software, the licence conditions of those third parties apply. The Client obtains the licences required for its own use, unless agreed otherwise. 10.7 The Client Material remains the property of the Client. The Client grants Chicas Contentas a licence to use it to the extent necessary for the performance of the Agreement. 10.8 Chicas Contentas may use the Work and the name and logo of the Client as a reference in its portfolio, on its website and in other communications of its own, unless the Client objects In writing in advance. Work that is not yet public is not shown without permission.
Confidentiality and personal data
11.1 The parties keep each other's confidential information secret, including after the end of the Agreement. Confidential information includes in any event business information, strategy, figures, plans and anything of which it is reasonably clear that it is confidential. 11.2 The confidentiality obligation does not apply to information that is already public, that a party has developed independently, or that must be provided under the law or a court order. 11.3 Chicas Contentas processes personal data of the Client's contact persons in accordance with its privacy statement at chicascontentas.com. 11.4 If Chicas Contentas processes personal data of the Client's customers or other data subjects on the Client's instructions, for example for campaigns or research, the Client is the controller and Chicas Contentas is the processor. The parties then enter into a data processing agreement. Until such an agreement is in place, Chicas Contentas processes solely on the Client's instructions, takes appropriate security measures, safeguards confidentiality, provides assistance with data subject requests and in the event of a data breach, and deletes or returns the data afterwards.
Liability
12.1 Chicas Contentas is liable only for direct damage resulting from an attributable failure in the performance of the Agreement. 12.2 The liability of Chicas Contentas is limited to the amount, excluding VAT, that the Client has paid for the Phase in which the damage arose. 12.3 Chicas Contentas is not liable for: indirect damage, consequential damage, lost revenue or profit, loss of data, reputational damage and missed savings; decisions of the Client based on advice, strategies or Work; damage caused by incorrect, incomplete or late Client Material; work by third parties and partners engaged by or on behalf of the Client; use of the Work after delivery, including changes made by the Client or third parties; content that the Client has itself approved or published. 12.4 Complaints about the Work are notified In writing within 14 days of delivery. Any claim against Chicas Contentas lapses 12 months after the event on which the claim is based. 12.5 The Client indemnifies Chicas Contentas against third-party claims relating to the Client's use of the Work or to the Client Material. 12.6 These limitations do not apply in the event of intent or wilful recklessness on the part of Chicas Contentas.
Force majeure
13.1 Force majeure means any circumstance beyond the reasonable control of Chicas Contentas, including illness or incapacity for work of the persons performing the Work, failures at external suppliers and platforms, failures of internet or telecommunications, cyber incidents, natural disasters, pandemics, government measures and strikes. 13.2 During force majeure, the obligations of Chicas Contentas are suspended without it being liable for damages. Chicas Contentas informs the Client as soon as possible and, where possible, proposes an adjusted planning. 13.3 If the force majeure lasts longer than 60 days, either party may terminate the Agreement In writing for the part not yet performed. Work already performed is settled.
Governing law and disputes
14.1 These general terms and conditions and all disputes arising from them are governed exclusively by Dutch law. 14.2 Disputes are submitted to the competent court in Amsterdam. 14.3 In the event of any discrepancy between the Dutch text and any translated version, the Dutch text prevails.