Terms & Conditions

Noord50 | Business Services (B2B) | Version January 2026

These General Terms and Conditions apply to engagements undertaken by Noord50, based in Groningen, the Netherlands, and registered with the Dutch Chamber of Commerce under number 90468643. They are intended exclusively for clients acting in the course of their business or profession.

1. Definitions

1.1 Client: the company or other business party that enters into an agreement with Noord50 or to whom Noord50 submits a quotation.

1.2 Agreement: the quotation, order confirmation, services agreement or other written arrangement between Noord50 and the Client, including its accompanying schedules and appendices.

1.3 Services: all activities offered by Noord50, including commercial support, outbound sales, lead generation, prospect research, data enrichment, sales advisory services, training, consultancy and projects.

1.4 In Writing: on paper, by email or through another digital means that allows the content to be recorded and retrieved in a durable form.

2. Applicability and Order of Precedence

2.1 These terms apply to all offers, quotations, engagements and Agreements between Noord50 and business clients, unless the parties agree otherwise In Writing.

2.2 Any purchasing terms or other general terms and conditions of the Client are expressly rejected.

2.3 In the event of a conflict, individually agreed written provisions in the Agreement and its appendices take precedence over these terms. Any data processing agreement takes precedence specifically in matters concerning the processing of personal data.

2.4 A deviation from these terms is valid only if Noord50 has accepted it In Writing and applies solely to the Agreement concerned.

3. Quotations and Formation of an Agreement

3.1 Quotations issued by Noord50 are non-binding, unless a validity period or binding nature is expressly stated. Obvious errors, including calculation and typographical errors, are not binding on Noord50.

3.2 An Agreement is formed once a quotation or proposal is accepted In Writing, the parties sign an agreement, or Noord50 commences performance at the Client’s request.

3.3 The parties set out engagement-specific arrangements in the Agreement, including the Services, scope, term, any performance criteria, fees, invoicing arrangements and specific working procedures.

4. Performance of the Services

4.1 Noord50 shall perform the Services with due care, professionally and to the best of its knowledge and ability. Unless a specific result has been expressly guaranteed In Writing, Noord50 is subject to an obligation to use reasonable endeavours rather than an obligation to achieve a particular result.

4.2 Noord50 does not guarantee any particular revenue, new customers, conversion rate, number of sales conversations or other commercial outcomes, except to the extent that a specific performance obligation is expressly included in the Agreement.

4.3 Noord50 may engage employees, independent professionals and other third parties to perform the Services. Noord50 remains responsible for fulfilling its contractual obligations and shall ensure compliance with applicable confidentiality and privacy arrangements.

4.4 Within the scope of the agreed engagement, Noord50 determines how the Services are performed, provided that the principles and instructions agreed In Writing are respected.

5. Cooperation and Responsibilities of the Client

5.1 The Client shall provide, in a timely manner, the information, materials, access, contact persons and other cooperation reasonably required for performance of the Services.

5.2 The Client warrants that information it supplies about its organisation, offering, prices, customers, products and services is accurate, up to date and lawful to use. The Client shall notify Noord50 of relevant changes without undue delay.

5.3 The Client remains responsible for its own commercial decisions, quotations, customer relationships, delivery of products and services, and follow-up of contacts, unless otherwise agreed In Writing.

5.4 If the Client fails to provide necessary cooperation, Noord50 may, following consultation, adjust the performance or schedule. Reasonable additional costs demonstrably incurred as a result may be charged following prior written agreement.

6. Laws, Regulations and Commercial Outreach

6.1 Each party shall comply, in carrying out its own activities, with the laws and regulations applicable to it, including rules concerning privacy, marketing, electronic communications, telephone prospecting and fair commercial practices in the relevant countries.

6.2 The parties shall respect objections, opt-out requests and do-not-contact requests. The Client shall provide Noord50 with exclusion lists and specific restrictions relevant to the engagement, to the extent lawful and necessary.

6.3 Noord50 may refuse or suspend an instruction, data source, target group or outreach method if, in its reasonable opinion, there is an insufficient lawful basis for it. The parties shall then discuss an appropriate adjustment.

7. Changes in Scope and Additional Work

7.1 The nature and extent of the Services are defined in the Agreement. Activities outside the agreed scope are not automatically included.

7.2 Changes to the scope, target group, deliverables, schedule or working methods shall be agreed In Writing. Where a change involves additional work, capacity or costs, the parties shall agree the consequences in advance.

7.3 Noord50 is not required to perform additional work until agreement has been reached on it.

8. Scheduling and Dependencies

8.1 Schedules, deadlines and forecasts provided are indicative, unless the parties have expressly agreed In Writing that a deadline is strict and binding.

8.2 To the extent that delays result from circumstances attributable to the Client, including failure to provide information, approvals or access, the affected deadlines shall be reasonably adjusted.

8.3 The parties shall inform each other promptly of circumstances that may materially affect scheduling or performance and shall agree on a reasonable solution.

9. Fees and Payment

9.1 The fees, pricing model, any minimum purchase obligations and invoicing dates are set out in the Agreement. All amounts exclude VAT and any other applicable taxes, unless otherwise stated In Writing.

9.2 Third-party costs and other expenses shall be charged separately only if provided for in the Agreement or approved In Writing in advance.

9.3 Unless otherwise agreed, Noord50 shall invoice monthly in arrears. The payment term is 30 calendar days from the invoice date.

9.4 In the event of late payment, the Client shall, to the extent permitted by law, owe statutory commercial interest and reasonable extrajudicial collection costs in accordance with applicable law.

9.5 Any reasoned objection to an invoice must be notified In Writing as soon as reasonably possible. An objection does not suspend payment of the undisputed portion. The parties shall promptly discuss the disputed portion.

10. Complaints and Assessment of Performance

10.1 The Client shall report complaints concerning performance as soon as reasonably possible after discovering the relevant circumstances, providing a specific description and available supporting information.

10.2 The parties shall give each other a reasonable opportunity to investigate a complaint and, where possible, remedy any failure to perform.

10.3 Where the Agreement provides for a specific review, acceptance or dispute procedure, for example in respect of meetings, reports or deliverables, that procedure shall apply to the performance concerned.

11. Intellectual Property, Materials and Data

11.1 Existing working methods, methodologies, software, templates, scripts, analytical systems, know-how and other intellectual property rights of Noord50 or its licensors shall remain vested in the relevant rights holders.

11.2 Materials and rights made available to Noord50 by the Client shall remain with the Client or their original rights holder. The Client grants Noord50 the rights of use necessary for the duration of the engagement.

11.3 Following full payment, the Client may use reports, texts and data files specifically delivered to it for its own business operations and for the agreed purpose, insofar as third-party rights and applicable law permit. Any transfer of intellectual property rights or grant of exclusivity requires an express written agreement.

11.4 Without prior permission, the Client may not resell non-public methods, source files or datasets provided by Noord50 to third parties as a standalone product, or otherwise exploit them outside the agreed purpose.

11.5 Personal data are not legally capable of ownership. Their processing and use are governed by applicable privacy law and the arrangements in Clause 13.

12. Confidentiality

12.1 The parties shall keep confidential business information received in connection with the Agreement confidential and shall use it solely for performance of the Agreement.

12.2 The duty of confidentiality does not apply to information that can be shown to have already been public, to have been lawfully obtained from a third party without an obligation of confidentiality, to have been independently developed, or to be required to be disclosed by law or a binding order.

12.3 The parties shall restrict access to confidential information to persons who need it for performance and are subject to appropriate confidentiality obligations.

12.4 This obligation shall continue for three years after termination of the Agreement. In the case of trade secrets, it shall continue for as long as the information remains a trade secret.

13. Privacy and Information Security

13.1 The parties shall process personal data only in accordance with applicable law, including the General Data Protection Regulation (GDPR), and shall implement appropriate technical and organisational security measures.

13.2 Whether a party acts as a controller, joint controller or processor is determined by the actual activities and control over the processing. If Noord50 acts as a processor on behalf of the Client, the parties shall enter into an appropriate data processing agreement in good time.

13.3 The parties shall inform each other without undue delay of privacy-related requests, security incidents and other events relevant to their joint performance, to the extent permitted by law and necessary.

13.4 Noord50 may use commonly available digital tools and external service providers, provided that applicable privacy, security and contractual obligations are complied with. Arrangements regarding specific systems, access rights and data transfers may be set out in the Agreement or a separate privacy schedule.

14. Liability

14.1 Noord50 is liable only for direct damage demonstrably and attributably resulting from a failure to perform the Agreement, insofar as the Client has given Noord50 an opportunity to remedy the failure within a reasonable period, unless a remedy or notice of default is not legally required.

14.2 The total liability of Noord50 per event or series of related events is limited to the amount of fees, excluding VAT, invoiced for the relevant engagement during the six months preceding the event giving rise to the damage, subject to a minimum of EUR 2,500 and a maximum of EUR 25,000.

14.3 Noord50 shall not be liable for indirect loss, including lost profits, lost revenue, lost business opportunities and reputational damage, to the extent that such exclusion is permitted by law.

14.4 The limitations in this Clause do not apply in cases of intentional misconduct or deliberate recklessness by the management of Noord50, or to liability that cannot be excluded or limited under mandatory law.

14.5 The Client shall indemnify Noord50 against third-party claims arising from unlawful data, materials or instructions supplied by the Client, to the extent that such claims are attributable to the Client and do not result from a breach by Noord50.

15. Force Majeure

15.1 Force majeure means a circumstance beyond a party’s reasonable control that temporarily or permanently prevents performance and for which that party is not responsible under applicable law.

15.2 The affected party shall report the force majeure event as soon as reasonably possible. Obligations prevented by that event shall be suspended for as long as it continues, without giving rise to a right to damages.

15.3 If a force majeure event lasts longer than 60 calendar days, either party may terminate In Writing the part of the Agreement that can no longer be performed. Payment remains due for Services properly performed beforehand.

16. Suspension, Term and Termination

16.1 The term of an engagement, any extensions, notice periods and minimum commitments shall be specified in the Agreement.

16.2 If an Agreement is concluded for an indefinite term without an agreed notice period, either party may terminate it In Writing on one calendar month’s notice, effective at the end of a calendar month, without prejudice to applicable statutory provisions.

16.3 A fixed-term Agreement ends on the agreed date or upon completion of the engagement, subject to any different arrangements or applicable statutory termination rights.

16.4 In the event of a material breach, the other party may terminate the Agreement after giving the defaulting party written notice and a reasonable period of at least 14 calendar days to remedy the breach, unless immediate termination is justified by law.

16.5 Noord50 may, following written warning and a reasonable payment period, suspend its activities while invoices that have become due remain unpaid. In the event of serious legal or security risks, Noord50 may immediately suspend the activities concerned on a temporary basis.

16.6 Upon termination, Services already performed and payments lawfully due shall be settled. Any minimum purchase obligations, reserved capacity, early termination payments or special compensation arrangements shall apply only to the extent expressly included in the Agreement and legally enforceable.

16.7 Following termination, the parties shall make reasonable arrangements for the handover of agreed and paid-for deliverables and the return of each other’s materials. Personal data shall also be subject to applicable statutory retention periods and privacy arrangements.

17. External Communications and References

17.1 Either party may publish the other party’s name, logo or identifiable case study as a commercial reference only with that party’s prior written consent.

17.2 Noord50 may use the Client’s communication channels, accounts and brand identity only to the extent agreed for the Services.

18. Final Provisions

18.1 The Agreement and these terms are governed by Dutch law.

18.2 The parties shall first attempt to resolve disputes through mutual consultation. If they cannot reach a resolution, the dispute shall be submitted to the competent court of the District Court of the Northern Netherlands, Groningen location, unless mandatory law provides otherwise.

18.3 If any provision is found to be wholly or partly invalid, the remaining provisions shall remain in force. The parties shall then consult on a legally valid replacement provision that reflects the original intention as closely as possible.

18.4 An amended version of these General Terms and Conditions shall apply to new Agreements once it has been made available in the prescribed manner. For existing Agreements, a new version shall apply only if the parties agree to it In Writing or to the extent permitted by law.