Terms & conditions

These general terms and conditions apply to all assignments granted to Michiel Postma, registered in the trade register with the Chamber of Commerce under file number 02098385.

Article 1: Definitions

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

• Michiel Postma: trading under the company name Michiel Postma, marketing freelancer.
• Client: any natural or legal person to whom Michiel Postma sends a quotation, or with whom Michiel Postma has concluded or wishes to conclude an Agreement.
• Quotation: the offer, estimate or proposal that Michiel Postma sends to the Client.
• Agreement: the agreement to provide services, including approved or signed quotations.
• General terms and conditions: these general terms and conditions.

Article 2: Identity of the entrepreneur

• Name of the entrepreneur: Michiel Postma
• E-mail address: hi@michielpostma.nl
• Chamber of Commerce number: 02098385

Article 3: Activities of the entrepreneur

Supporting B2B companies with marketing and sales, including go to market strategy, campaigns, content, CRM setup and automation.

Article 4: Applicability

• These General Terms and Conditions apply to all offers, activities, quotations and Agreements between Michiel Postma and the Client(s), respectively their legal successors.
• The applicability of general terms and conditions of the Client is expressly rejected by Michiel Postma.
• The present conditions also apply to all Agreements with Michiel Postma, for the execution in which third parties must be involved.
• If one or more of the provisions in these general terms and conditions are null and void or should be annulled, the other provisions of these general terms and conditions remain fully applicable. Michiel Postma and the Client will then enter into consultation in order to agree on new provisions to replace the void or voided provisions, whereby the purpose and intent of the original provision will be taken into account if and as much as possible.
• Clauses deviating from these terms and conditions are only valid if and insofar as Michiel Postma has expressly confirmed them in writing to the Client. Unless expressly agreed otherwise in writing, these deviations from or additions to the general terms and conditions only relate to the relevant Agreement.
• Michiel Postma can change these general terms and conditions. Changes apply to new Agreements only. For existing Agreements the version that applied at the start remains in force, unless both parties agree otherwise in writing.
• Acceptance and retention by the client without comment of a quotation or order confirmation, to which reference is made to these terms and conditions, constitutes consent to their application.

Article 5: Quotations

• The quotations made by Michiel Postma are without obligation; they are valid for 30 days after issuance, unless stated otherwise. Michiel Postma is only bound by the offers or quotations if the acceptance thereof is confirmed in writing by the Client within 30 days, unless indicated otherwise.
• The offer is made in writing or electronically.
• The prices in the aforementioned offers and quotations are exclusive of VAT and other government levies and are stated in euros as standard, as well as exclusive of costs to be incurred in the context of the Agreement, unless indicated otherwise.
• Quotations do not automatically apply to future Assignments.
• If these general terms and conditions and the quotation or Agreement contradict each other, the quotation or Agreement takes priority.
• Offers from Michiel Postma are based on the information provided by the Client. The Client guarantees that it has provided all essential information for the design and execution of the Assignment to the best of its knowledge.

Article 6: Conclusion of the Agreement

• The Agreement is concluded when the Client approves or signs the quotation, in writing or electronically. The Agreement is based on the information the Client provided to Michiel Postma at that time.
• If the Assignment has been given orally, or if the Agreement has not (yet) been signed and returned, the Assignment is deemed to have been concluded under the application of these general terms and conditions the moment Michiel Postma, at the request of the Client, with the execution of the Assignment starts.

Article 7: Performance of the agreement

• Michiel Postma will perform the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship, all this on the basis of the state of the art and technology known at that time.
• The Client is obliged to provide Michiel Postma with all necessary information that may reasonably be important in connection with the execution of the Agreement. This information in any case includes a clear description of the expectations and objectives of the Client and other information that Michiel Postma requests to supply.
• Michiel Postma is not obliged to follow instructions that change or add to the content or scope of the agreed services. If such instructions are followed, the work is paid at the agreed hourly rate.
• During the execution of the Assignment, the Client and Michiel Postma will be able to communicate with each other by means of electronic mail at the request of one of them. Michiel Postma is not liable towards the Client for damage resulting from the use of electronic mail. Both the Client and Michiel Postma will do everything that can reasonably be expected to prevent risks such as the spread of viruses and distortion.
• The Agreement always has the character of a best efforts obligation for Michiel Postma and never a result obligation.
• If a term has been agreed within the term of the Agreement for the completion of certain activities, this is never a strict deadline. If the execution term is exceeded, the Client must therefore declare Michiel Postma in default in writing and demand compliance.
• In the Agreement, the parties determine the delivery terms and dates as well as the place and manner in which the services are provided and/or delivered. The turnaround time of an assignment depends on various factors and circumstances, such as the quality of the data and information provided by the Client and the cooperation of the Client and relevant third parties. The aforementioned delivery times therefore do not apply as strict deadlines. In the event of an (imminent) exceeding of a (delivery) term, the parties will consult as soon as possible in order to take appropriate measures. Exceeding agreed delivery times, regardless of the cause, does not entitle to compensation, unless expressly agreed otherwise in writing.
• If a phased implementation of the Agreement has been agreed, Michiel Postma is entitled to postpone the start of the services that belong to a next phase until the Client has approved the results of the preceding phase in writing.
• The signatory of the Agreement is authorized to sign on behalf of the Client. The designated contact persons of the Client are also authorized to make commitments and make agreements on behalf of the Client. If restrictions of authority have been imposed on contact persons, the Client must notify Michiel Postma of this in writing at the start.
• Michiel Postma handles login details and access to the systems of the Client with care, and only shares them with freelancers who are brought in for the Agreement. The Client is responsible for granting access and for withdrawing it at the end of the Agreement.

Article 8: Involving third parties in the assignment execution

• Michiel Postma determines how the Agreement is performed and takes the wishes of the Client into account as much as possible. For specialist work, Michiel Postma may work with other freelancers. Michiel Postma remains the point of contact and remains responsible for the quality of the work.
• The Client can grant the Assignment to a third party to collaborate with Michiel Postma, for example a photographer. The general terms and conditions of this third party then apply to the work that the third party performs for the Client.

Article 9: Pricing

• When the Agreement is concluded, the parties agree on a fixed price (per month or other period) or on the hourly rate stated in the quotation.
• If no fixed price has been agreed, the price is the actual time spent multiplied by the hourly rate stated in the quotation.
• Activities that are not mentioned in the quotation are considered additional work and may have a price-increasing effect.
• Price indications and budgets are estimates, unless the quotation states a maximum number of hours or a maximum budget. In that case Michiel Postma will not exceed this maximum without approval from the Client.
• If the parties agree that a third party will be engaged on behalf of the Client, the third party will invoice the Client immediately. 
• For Agreements that run longer than 12 months, Michiel Postma can index the hourly rate once per year on 1 January, in line with the consumer price index (all households) of the CBS for the previous calendar year. Michiel Postma announces this at least one month in advance.

Article 10 : Payment conditions

• Michiel Postma will invoice monthly, unless otherwise agreed. Michiel Postma also has the option to invoice in advance and/or every two weeks for extensive work.
• A payment term of 14 days is used.
• Michiel Postma may require payment of an advance invoice.
• Objections to the amount of invoices or complaints do not suspend the payment obligation.
• Client agrees to electronic invoicing by Michiel Postma.
• If the Client fails to pay within the term, the Client will be in default by operation of law, without further notice of default being required. In that case, the client owes the contractual interest of 8% per year (or the statutory commercial interest if this is higher). The interest on the amount due and payable will be calculated from the day the Client is in default until the day of full payment.
• If the Client has not or not fully paid after the payment term has expired, Michiel Postma will send a written reminder with a second term of 7 days. If the Client has still not paid in full after this second term, the Client owes the judicial and extrajudicial collection costs, with a minimum of € 250 for the extrajudicial costs.
• If payment is not made, Michiel Postma is entitled to suspend its obligations. Michiel Postma also has the right to retain services that are still under Michiel Postma as long as the Client has not fulfilled its payment obligation, regardless of whether the payment arrears relate to the services that Michiel Postma still retains.
• If the Assignment is provided by more than one Client, all Clients are jointly and severally liable for the fulfillment of the obligations as indicated in this article (regardless of the name of the invoice).
• The Client is not permitted to unilaterally set off amounts owed by it to Michiel Postma against amounts that it believes to have from Michiel Postma for whatever reason.
• In the event of liquidation, bankruptcy, attachment or suspension of payment of the Client, Michiel Postma’s claims against the Client are immediately due and payable.

Article 11: Amendment of the Assignment or additional work

If the Client changes the Assignment along the way, Michiel Postma will make the necessary adjustments. If this leads to additional work, this work is invoiced at the agreed hourly rate. If a fixed price was agreed and the scope grows, the fixed price increases in proportion to the extra time involved.

Article 12 : Duration and termination

• The Agreement is entered into for the period stated in the quotation. If no period is stated, the Agreement runs for 3 months. During this period the Agreement cannot be terminated early by the Client.
• If the Client ends the collaboration during this period anyway, the Client owes the average number of hours per month from the quotation, at the agreed hourly rate, for the remaining part of the period.
• After this period, the Agreement is extended by one month at a time under the same conditions. This does not apply if the quotation states that the Agreement ends automatically or that a new approval is required.
• Once the Agreement has been extended, both the Client and Michiel Postma can terminate it in writing with a notice period of one month.
• The hourly rate and the average number of hours per month stated in the quotation apply for the full duration of the Agreement, including each extension and the notice period, apart from the annual indexation described in Article 9.
• The Client can pause the collaboration for a maximum of one month, after written approval from Michiel Postma. The pause extends the Agreement by the same length of time.
• If the Client becomes bankrupt, applies for a moratorium or ceases operations, Michiel Postma can terminate the Agreement without a notice period.
• Michiel Postma can terminate the Agreement at any time if continuing the work cannot reasonably be expected, for example in case of conscientious objection or possible damage to reputation.
• Where the quotation contains different arrangements about duration, extension or termination, the quotation takes priority.

Article 13: Dissolution of the Agreement

• If the Agreement is dissolved, the claims of Michiel Postma against the Client are immediately due and payable. If Michiel Postma suspends the fulfilment of its obligations, it retains its rights under the law and the Agreement.
• Michiel Postma always reserves the right to claim compensation.
• Michiel Postma can suspend the fulfilment of its obligations or dissolve the Agreement if the Client does not or not fully comply with its obligations under the Agreement.
• Michiel Postma can also do so if circumstances that come to light after the Agreement was concluded give good reason to fear that the Client will not fulfil its obligations, or if the Client was asked to provide security and this security is not provided or is insufficient.

Article 14 : Intellectual property

• Everything that Michiel Postma delivers to the Client under the Agreement becomes the property of the Client. The Client is free to use, change, share and publish it in any way, without further permission.
• Michiel Postma remains free to use his own working methods, templates and tools for other clients.

Article 15 : Confidentiality

• Michiel Postma keeps all confidential information and data of the Client confidential towards third parties, and takes all reasonable precautions to protect the interests of the Client.
• Freelancers brought in by Michiel Postma are bound by the same confidentiality.

Article 16: Liability

• If the Client demonstrates that it has suffered damage due to a breach of contract, tort, act or omission of Michiel Postma, the liability of Michiel Postma is limited to the average monthly amount of the relevant Agreement, excluding VAT and media costs. This is the total amount of the quotation divided by the number of months the quotation covers.
• Michiel Postma has the right at all times to prevent or reduce the damage suffered by the Client as far as possible.
• Damage is exclusively understood to mean damage to persons, damage to property and direct financial loss.
• Michiel Postma is never liable for indirect damage, including consequential damage, lost profit, lost savings, reduced goodwill, fines, damage to image, damage due to loss of or damage to data, claims of third parties and damage due to business interruption.
• The limitations of liability in these terms and conditions do not apply if the damage is caused by intent or gross negligence on the part of Michiel Postma.
• The limitations of liability in this article also apply to persons or third parties engaged by Michiel Postma, who can rely on these limitations directly.
• A series of connected events counts as one event.
• Michiel Postma is not liable for damage of any kind that arises because Michiel Postma relied on incorrect or incomplete information provided by the Client, unless Michiel Postma should have been aware that the information was incorrect or incomplete.
• Michiel Postma strives to ensure that all texts written for the Client are current and correct. Use of these texts is at the risk of the Client. Michiel Postma is not liable for damage resulting from careless or incorrect use of the texts, or from loss or destruction of data or documents.
• Unless performance by Michiel Postma is permanently impossible, liability for a failure to perform the Agreement only arises after the Client has given Michiel Postma written notice of default with a reasonable term to still perform, and Michiel Postma still fails to perform after that term. The notice of default describes the shortcoming in as much detail as possible, so that Michiel Postma can respond properly.

Article 17 : Complaints

• A complaint about the work performed or an invoice must be reported to Michiel Postma in writing within 30 days after the work or invoice was sent, or within 30 days after the Client discovered the defect if it could not reasonably have been discovered earlier. After this period the right to complain lapses. The complaint describes the shortcoming in as much detail as possible, so that Michiel Postma can respond properly.
• In the event of a justified complaint, Michiel Postma can choose between adjusting the price, improving or redoing the work free of charge, or stopping the Agreement in whole or in part with a proportional refund of the amount already paid.
• A complaint does not suspend the payment obligation of the Client.

Article 18 : Indemnification

• The Client indemnifies Michiel Postma and any freelancers brought in by Michiel Postma against claims from third parties about intellectual property rights on materials or data provided by the Client.
• The Client indemnifies Michiel Postma against claims from third parties who suffer damage in connection with the performance of the Agreement, where this damage is attributable to the Client.
• The Client indemnifies Michiel Postma against claims from third parties for damage caused by incorrect or incomplete information that the Client provided to Michiel Postma.
• The Client indemnifies Michiel Postma against claims from employees of the Client or other third parties in connection with a violation by the Client of the GDPR and related laws and regulations.

Article 19: GDPR and privacy

• Personal data is exchanged between the Client and Michiel Postma. Both parties declare that they comply with the General Data Protection Regulation (GDPR).
• Michiel Postma uses personal data to maintain contact, to perform the Agreement, to exchange data with third parties where this is necessary for the Agreement, to comply with legal obligations and for proper business operations.
• Michiel Postma may engage third parties. These third parties may process personal data as (sub)processor.
• Michiel Postma has taken adequate technical and organisational measures to protect personal data against loss or unlawful use.
• The Client and its employees can ask Michiel Postma to view, correct or delete the personal data that Michiel Postma processes about them. Michiel Postma responds to such a request within one month.
• Michiel Postma only provides personal data to third parties if there is a legal obligation to do so, if this follows from the Agreement, or on the basis of permission.

Read full privacy policy here.

Article 20: Force majeure

• Force majeure with regard to the Agreement is understood to mean everything that is understood in the law and jurisprudence.
• Michiel Postma is not bound by its obligation under the Agreement if fulfillment has become impossible due to force majeure, under force majeure is understood: illness Michiel Postma, strikes, cancellation or delay of purchasing materials or of third parties / persons engaged by Michiel Postma, shortcoming or force majeure in suppliers, third parties, extreme weather conditions, fire, terrorism, electricity and/or internet interruptions or malfunctions.
• Michiel Postma is entitled to suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation to the other party.

Article 21: Expiration period

Claims and other powers of the Client for whatever reason towards Michiel Postma in connection with the performance of work by Michiel Postma will in any case expire one year after the moment at which the Client became or could reasonably have become aware of the existence of these rights and powers.

Article 22: Applicable law and choice of forum

All Agreements between Michiel Postma and the Client are exclusively governed by Dutch law. All disputes between Michiel Postma and the Client will be settled by the competent court in the district of Amsterdam. Nevertheless, Michiel Postma has the right to submit the dispute to the competent court according to the law.