Terms & Conditions

In these Terms and Conditions, the following definitions apply: • Ybanez Creative Agency (hereinafter "Ybanez"): the sole proprietorship registered with the Dutch Chamber of Commerce under number 63558459, located at Albertcuypstraat 148F, Amsterdam. • Client: the natural or legal person who has commissioned Ybanez to provide services. • Parties: Ybanez and the Client jointly. • Agreement: the arrangement agreed upon in writing or by email between the Parties for the execution of the Assignment, including the conditions under which the Assignment will be carried out. • Assignment: the services to be performed by Ybanez on behalf of the Client in the field of online marketing, social media management, web design, branding and related activities.

2.1 These Terms and Conditions apply to all offers, quotations, work and agreements that Ybanez submits and executes for the Client. 2.2 The Client's general (purchase) conditions do not apply, unless expressly and explicitly agreed in writing. 2.3 Deviations from and additions to these Terms and Conditions are only valid if agreed in writing (including by email) between the Parties. 2.4 Ybanez is entitled to amend these Terms and Conditions and will notify the Client at least 30 days in advance by email of any changes. 2.5 By placing an order, the Client acknowledges having read these Terms and Conditions and agrees to be bound by them.

3.1 All offers and quotations from Ybanez are non-binding and valid for 30 days, unless otherwise stated. 3.2 Where certain costs cannot be foreseen at the time of the quotation, these may be listed pro memorie. Such costs will be charged retroactively at the applicable hourly rate of €130 per hour (excluding VAT). 3.3 Assignments must be confirmed by the Client in writing (including by email). If the Client fails to do so but agrees that Ybanez commences the work, the content of the quotation is considered agreed.

Ybanez offers the following services: • Meta Advertising (Facebook & Instagram Ads) • LinkedIn Advertising • Social Media Management • Web Design & Development • Branding & Brand Identity • Marketing Strategy & Consultancy • Content Creation & Copywriting • Email Marketing & Marketing Automation • Analytics & Reporting • Photography & Videography (where applicable) The exact scope and specifications of the services are set out in writing per Agreement.

5.1 Prices All prices are in euros, excluding VAT and excluding any external costs such as advertising budgets, hosting, licences or material costs, unless otherwise stated. 5.2 Monthly packages Invoices for monthly packages are sent at the beginning of each month and must be paid within 14 days of the invoice date. Monthly packages are invoiced one month in advance due to the preparatory work involved. 5.3 Project fees For one-off projects: 50% payment in advance upon assignment, 50% upon delivery. Project invoices must be paid within 14 days of the invoice date. 5.4 Payment methods Payment can be made by direct debit, iDEAL or bank transfer. 5.5 Late payment In the event of late payment, the Client is in default without any notice being required. Ybanez is entitled to charge statutory interest from the due date, charge extrajudicial collection costs of at least 15% of the outstanding amount with a minimum of €250 (excluding VAT), and suspend the execution of ongoing assignments until full payment has been received. 5.6 Additional work Work falling outside the original assignment is considered additional work and will be invoiced at the applicable hourly rate of €130 per hour (excluding VAT). Ybanez will inform the Client in advance, unless circumstances prevent this. 5.7 External costs Advertising budgets for Meta, LinkedIn and other platforms are paid directly by the Client to these platforms, unless otherwise agreed in writing. 5.8 Annual price indexation Ybanez reserves the right to adjust rates annually on 1 January based on the Consumer Price Index (CPI) as published by Statistics Netherlands (CBS), with a maximum of 5% per year. 5.9 Third-party price changes If external suppliers change their rates, Ybanez is entitled to pass these changes on in full to the Client.

6.1 Unless otherwise agreed, monthly packages have a minimum contract period of 3 months. 6.2 After the minimum contract period, the Agreement is automatically extended for an indefinite period unless terminated by either party. 6.3 Either party may terminate the Agreement with one month's notice. Termination must be made in writing (including by email). The notice period begins the day after receipt of the termination notice. 6.4 Early termination within the 3-month minimum period is not possible. All contractual obligations (including payment) remain in force throughout the notice period.

7.1 The Client may cancel a project assignment, provided Ybanez is notified in writing. Upon cancellation, the Client is obliged to pay all work already performed at the applicable hourly rate, costs already incurred (such as purchase of materials, licences or external services), and 50% of the remaining project amount as compensation for lost revenue. 7.2 For monthly packages, Article 6 (Duration and Termination) applies. Cancellation within the minimum contract period is not possible.

8.1 Ybanez will carry out the Assignment to the best of its ability and in accordance with professional standards. Ybanez has a best-efforts obligation, not a results obligation. 8.2 The Client is obliged to provide all required materials, information, platform access and approvals in a timely manner as described in the agreed working method, adhere to the agreed working method and planning, provide feedback on ad overviews, concepts and other deliverables within the set deadlines, and schedule monthly evaluation calls independently via the online calendar. 8.3 If the Client fails to meet its obligations in a timely manner, Ybanez is entitled to postpone delivery, charge additional costs or suspend the work. 8.4 The Client is not permitted to independently make changes to ongoing campaigns, advertisements or other projects managed by Ybanez without prior written consent.

9.1 Ybanez provides no guarantees on specific results such as ROI, number of leads, conversions, reach or other performance indicators. All efforts are directed at optimal performance, but external factors such as algorithm changes, market conditions and user behaviour are outside Ybanez's control. 9.2 Ybanez is not responsible for changes in algorithms, policy changes by platforms (such as Meta, LinkedIn, Google), technical disruptions or other external factors that may affect the performance of campaigns or services.

10.1 All intellectual property rights relating to strategies, concepts, designs, campaigns, branding, content, texts, images and other materials produced by Ybanez remain the property of Ybanez, unless otherwise agreed in writing. 10.2 Upon full payment of all invoices, the Client obtains a non-exclusive, non-transferable right of use for the agreed purpose as described in the Agreement. 10.3 Ybanez reserves the right to include delivered work in its portfolio and use it for promotional purposes, unless the Client objects in writing. 10.4 The Client is not permitted to reproduce, distribute or use delivered materials for purposes other than agreed without prior written permission from Ybanez.

11.1 Ybanez processes personal data of the Client and its customers solely for the purpose of executing the assignment and in accordance with the General Data Protection Regulation (GDPR). 11.2 Ybanez does not share personal data with third parties without the Client's consent, unless required for the execution of the assignment or legally obligated. 11.3 If Ybanez processes personal data of the Client's customers, the Parties are required to enter into a data processing agreement in accordance with the GDPR.

12.1 Ybanez is entitled to have (part of) the work carried out by third parties. Ybanez remains responsible for the quality of the work delivered. 12.2 If third-party services (such as advertising platforms, hosting providers or freelancers) are engaged for the execution of the assignment, the general terms and conditions of these third parties apply to that part of the service.

13.1 Ybanez is not liable for failures resulting from force majeure. Force majeure is understood to mean any circumstance beyond the control of Ybanez that temporarily or permanently prevents fulfilment of the Agreement. This includes disruptions at third parties, such as internet providers or advertising platforms. 13.2 In the event of force majeure, Ybanez has the right to suspend performance of the Agreement or, if the force majeure situation lasts longer than 60 days, to dissolve the Agreement, without Ybanez being liable for any compensation.

14.1 Ybanez's liability is limited to the amount covered by Ybanez's liability insurance, or, if no insurance applies, to the invoice amount of the relevant assignment. 14.2 Ybanez is never liable for indirect damage, consequential damage, lost profits or damage resulting from the use of materials or services delivered by Ybanez. 14.3 The Client indemnifies Ybanez against claims from third parties arising from the use of materials or information provided by the Client.

15.1 Complaints about work performed must be submitted by the Client in writing by email to Ybanez within 14 days of discovery, with a precise description of the nature of the complaint. 15.2 If a complaint is deemed valid, Ybanez will, where possible, redo the work as agreed, unless this has demonstrably become pointless in the meantime. 15.3 Submitting a complaint does not suspend the Client's payment obligations.

16.1 All agreements between Ybanez and the Client are governed by Dutch law. 16.2 Disputes will preferably be resolved by mutual agreement. If this is not possible, disputes will be submitted to the competent court in the district of Amsterdam.

17.1 These Terms and Conditions apply from February 2025. 17.2 If one or more provisions of these Terms and Conditions are void or voidable, the validity of the remaining provisions is not affected. In that case, the Parties will replace the void or voided provision with a legally valid provision that approximates the intention of the original provision as closely as possible. 17.3 Ybanez reserves the right to amend these Terms and Conditions. Amendments will be communicated to the Client in a timely manner.