Terms and conditions

GENERAL TERMS AND CONDITIONS – SHERPA’S STORIES B.V. (version May 2025)
Fort Hinderdamstraat 71, 1384 AM Weesp, The Netherlands
Chamber of Commerce: 77452402

Article 1 – Definitions

1.1 In these general terms and conditions, the following definitions apply:

a. Agency: Sherpa’s Stories B.V., based in Weesp, the Netherlands
b. Client: any natural or legal person entering into an agreement with the Agency
c. Agreement: any written agreement between the Agency and the Client
d. Services: all products and services provided by the Agency, including but not limited to: strategy development, storytelling, copywriting, AI-driven content creation, workshops, (digital) formats, and consultancy
e. Digital Output: any result delivered digitally, including presentations, scripts, AI output, formats, templates, and reports

Article 2 – Applicability

2.1 These terms apply to all offers, agreements, and services between the Agency and the Client, unless explicitly agreed otherwise in writing.
2.2 The applicability of any general terms and conditions of the Client is expressly excluded.
2.3 If any provision is found to be invalid or unenforceable, this shall not affect the validity of the remaining provisions.

Article 3 – Offers and Conclusion

3.1 All offers are non-binding and valid for 30 days, unless stated otherwise.
3.2 An agreement is concluded when the Client confirms the offer in writing or when the Agency commences execution.
3.3 Deviations from the offer are only binding if agreed in writing by the Agency.

Article 4 – Execution of the Agreement

4.1 The Agency will carry out its services with due care, expertise, and creativity.
4.2 Deadlines are indicative and not strict. In case of delays, the Client must grant the Agency a reasonable remedy period.
4.3 The Client is responsible for the timely provision of information. Delays may result in additional costs.
4.4 The Agency is entitled to engage third parties for (part of) the execution.

Article 5 – Intellectual Property

5.1 All intellectual property rights related to the work provided remain with the Agency, unless agreed otherwise in writing.
5.2 The Client is granted a limited, non-exclusive, non-transferable license to use the deliverables internally and solely for the agreed purpose.
5.3 Reuse, modification, or distribution of deliverables requires prior written permission from the Agency.
5.4 The Agency reserves the right to reuse general ideas, methodologies or frameworks, provided confidentiality is respected.

Article 6 – Payment

6.1 Invoices must be paid within 14 days of the invoice date, unless agreed otherwise in writing.
6.2 All prices are exclusive of VAT and other additional costs such as travel, accommodation, or production expenses.
6.3 In the event of late payment, statutory interest and collection costs (minimum €150) will apply.
6.4 The Client is not entitled to suspend or offset payments.

Article 7 – Liability

7.1 The Agency’s liability is limited to direct damages up to the invoice value of the specific assignment.
7.2 The Agency is not liable for indirect or consequential damages such as loss of profit or reputational harm.
7.3 The Agency is not liable if damages result from incorrect or incomplete information provided by the Client.
7.4 These limitations do not apply in the event of willful misconduct or gross negligence.

Article 8 – Confidentiality and Privacy

8.1 Both parties shall treat all confidential information obtained during the collaboration with strict confidentiality.
8.2 Any breach of confidentiality shall result in an immediate penalty of €1,000 per incident.
8.3 The Agency processes personal data in accordance with the GDPR and solely for the execution of the Agreement.

Article 9 – Termination and Cancellation

9.1 Agreements entered into for an indefinite period may be terminated by either party with one month’s written notice.
9.2 In case of early termination, all incurred hours, costs, and delivered results will be fully invoiced.
9.3 Immediate termination is allowed in case of bankruptcy or material breach by the other party.
9.4 Intellectual property rights remain with the Agency at all times, including after termination.

Article 10 – Governing Law and Jurisdiction

10.1 These terms and conditions are governed by the laws of the Netherlands.
10.2 Disputes shall be submitted exclusively to the competent court in Amsterdam.

These terms and conditions were drawn up on 27 May 2025.