CHAPTER I - GENERAL PROVISIONS

Article 1. Definitions

1. Nxt agency: the company defined in article 2 of these general terms and conditions;
2. Counterparty: the (legal) person with whom Nxt agency enters into an Agreement, who negotiates with Nxt agency or who otherwise uses (the Services of) Nxt agency;
3. Party (s): Nxt agency and the Other Party jointly or each as an individual contracting party;
4. services: all services provided by Nxt agency to the Other Party, including, but not limited to, performing PR work, purchasing media and content marketing;
5. Agreement: any agreement between Nxt agency and the Other Party to provide Services;
6. Third (s): other natural or legal persons who are not part of this Agreement;
7. In writing: reporting via the Website, by Whatsapp, e-mail or in writing;
8. Website: the Nxt agency website;
9. Consumer: the natural person who does not act in the exercise of their profession or business.

Article 2. Identity of Nxt agency

Company Name: NXTAgency B.V,

Street name and number: Keizersgracht 203

Postcode and location: 1016 DS in Amsterdam

Telephone number: + 31 20 765 75 70

Chamber of Commerce number: 90686993

E-mail address: info@nxt.agency

Article 3. General provisions

1. These general terms and conditions apply to every offer and all (legal) actions of Nxt agency and to any Agreement concluded between Nxt agency and the Other Party.
2. If the Agreement is concluded electronically, contrary to the previous paragraph and before the Agreement is concluded, the text of these general terms and conditions may be made available to the Other Party electronically in such a way that it can be easily stored by the Other Party on a durable data carrier. If this is not reasonably possible, before the Agreement is concluded, it will be indicated where the general terms and conditions can be accessed electronically and that, at the request of the Other Party, they will be sent electronically or otherwise free of charge.
3. Nxt agency cannot guarantee that the work carried out by it will always achieve the result desired by the Other Party. Unless otherwise agreed in writing, the accepted assignment therefore leads to an obligation of effort and not to an obligation to result.
4. Unless otherwise agreed in Writing, the applicability of other (general) terms and conditions is excluded.
5. Deviations or additions to these general terms and conditions are only valid if they have been expressly agreed in Writing between the Parties.
6. If Nxt agency does not always require strict compliance with these terms, this does not mean that their provisions do not apply, or that Nxt agency would lose the right to require strict compliance with the provisions of these terms in other cases.
7. If and insofar as, on the grounds of reasonableness and fairness or unreasonably onerous nature, any provision of these general terms and conditions cannot be invoked, the relevant provision will in any case have a corresponding meaning as far as possible with regard to its content and scope, so that it can be invoked.
8. Agreed delivery times are always indicative terms. The delivery terms are expressly not strict deadlines. Exceeding a period expressly does not entitle the Other Party to compensation.
9. Nxt agency is entitled to engage Third Parties for the execution of the Agreement.
10. The effect of articles 7:404 and/or 7:407 paragraph 2 of the Dutch Civil Code is/are excluded.
11. The present general terms and conditions also apply to (parts of) the Services that Nxt agency has outsourced wholly or partly to Third Parties and/or for which it (partially) hires a Third Party to support.

Article 4. The offer

1. If an offer has a limited period of validity or is subject to conditions, this will be explicitly stated in the offer.
2. The offer contains a complete and accurate description of the Services offered. The description is sufficiently detailed to allow the Other Party to properly assess the offer. Obvious mistakes or errors regarding amounts shown, for example, are not binding on Nxt agency.

Article 5. The Agreement

1. The Agreement is concluded at the time of acceptance by the Other Party of the offer and (possibly) compliance with the associated conditions.
2. If any provision of these general terms and conditions or the Agreement appears to be null and void or annulled, this does not affect the validity of the entire general terms and conditions or Agreement. The parties will consult in order to agree on a new provision to replace the invalid or annulled provision, taking into account the purpose and purport of the invalid or annulled provision as much as possible.
3. Nxt agency reserves the right not to execute a concluded Agreement, for example if it has reasonable doubt or information that the Other Party will not (be able to) meet its (financial) obligations. If Nxt agency refuses, it will inform the Other Party of the refusal in Writing within a reasonable period of time after the conclusion of the Agreement.
4. These general terms and conditions also apply to future, additional and/or follow-up orders/agreements.
5. If the Other Party has accepted the offer electronically, Nxt agency will immediately confirm receipt of acceptance of the offer electronically.
6. In addition to the other (legal) remedies available to Nxt agency, Nxt agency is entitled, at any time and without prior explanation or giving reasons, to (temporarily) restrict, suspend or decommission the Other Party's activities in connection with the Services, issue a warning, terminate the Service (s) and refuse to provide a Service to the Other Party, in particular but not limited to the situation in which the Other Party acts in violation of these general terms and conditions. In such a situation, Nxt agency will in no way be liable or liable to pay compensation to the Other Party.

Article 6. Termination of the Agreement and notice periods

1. If the Other Party fails to fulfil one or more of its obligations, fails to fulfil one or more of its obligations, is declared bankrupt, requests (provisional) suspension and/or deferral of payment, liquidates its business, and if all or part of its assets are seized, Nxt agency has the right to suspend the execution of the Agreement or to terminate the Agreement in whole or in part by operation of law and without prior notice of default by a Written statement to terminate and/or terminate, at her option and always retaining any right to compensation for costs, damage and interest.
2. In principle, an Agreement is entered into for a fixed period. In the case of fixed-term agreements, early termination is not possible.
3. If an Agreement has been entered into for an indefinite period of time, termination of the Agreement takes place in Writing and subject to a notice period of 3 (three) months. However, the parties may deviate in Writing from this notice period in the Agreement that applies between them.

Article 7. Liability

1. Nxt agency is not liable for indirect and direct damage. Nxt agency's liability for damage resulting from intent or deliberate recklessness on the part of Nxt agency is not excluded.
2. If Nxt agency can nevertheless be held liable in a concrete case, regardless of what is stated in this article, Nxt agency's total liability will be limited to compensation for the damage up to a maximum of the amount of the fee stipulated for that Agreement (excluding VAT).
3. The amount of compensation will never exceed the amount paid out by Nxt agency's liability insurance.
4. If Nxt agency can nevertheless be held liable for direct damage, direct damage includes:

a. reasonable costs that the Other Party would incur to make Nxt agency's performance comply with the Agreement: however, this replacement damage will not be reimbursed if the Agreement is terminated by or at the request of the Other Party;

b. reasonable costs that the Other Party has incurred in forcing the Other Party to keep its old system or systems and related provisions operational longer because Nxt agency did not deliver on a final delivery date that is binding for it, less any savings resulting from the delayed delivery;

c. reasonable costs incurred in determining the cause and extent of the damage insofar as the determination relates to damage within the meaning of these general terms and conditions;

d. reasonable costs incurred to prevent or limit damage insofar as the Other Party demonstrates that these costs have led to the limitation of damage within the meaning of these general terms and conditions.

5. If the Agreement is a continuing performance agreement, with a term of more than 6 (six) months, the fee stipulated for that Agreement is set at the total of fees (excluding VAT) for the past 6 (six) months prior to the event causing the damage.
6. The Other Party indemnifies Nxt agency against any third-party claims that suffer damage in connection with the execution of the Agreement.
7. The prerequisite for any right to compensation is always that the Other Party reports the damage in Writing to Nxt agency as soon as possible after its occurrence. Any claim for compensation against Nxt agency expires just 12 (twelve) months after the claim arose.
8. Nxt agency is not liable for damage, of whatever nature, because Nxt agency relied on incorrect and/or incomplete information provided by the Other Party or if the Other Party provided this information too late.
9. Nxt agency is not liable for damage caused by auxiliary persons as referred to in article 6:76 of the Civil Code.

Article 8. Force majeure

1. In addition to the provisions of article 6:75 of the Civil Code, a failure by Nxt agency in fulfilling any obligation towards the Other Party cannot be attributed to Nxt agency in the event of a circumstance independent of Nxt agency's control, which prevents Nxt agency from fulfilling its obligations towards the Other Party in whole or in part or as a result of which Nxt agency cannot reasonably be expected to fulfill its obligations. These circumstances include malfunctions on the part of suppliers or other Third Parties, (power) failures, computer viruses, cyber attacks, internet failures, (major) cable breaks, extreme weather conditions, fire (danger), (imminent) threat of war, pandemics, epidemics, quarantines, absenteeism, disability, strikes, government measures and the failure of equipment to provide the Services.
2. If a situation as referred to in paragraph 1 of this article occurs as a result of which Nxt agency is unable to fulfill its obligations towards the Other Party, those obligations will be suspended as long as Nxt agency is unable to meet its obligations. If the force majeure situation has lasted 30 (thirty) calendar days, both Parties have the right to terminate the Agreement in writing in whole or in part. In that case, Nxt agency is not obliged to pay compensation for any damage, even if Nxt agency benefits from any advantage as a result of the force majeure.
3. If the Agreement ends due to force majeure, Nxt agency is entitled to pay for the hours already worked or investments made at the time of termination of the Agreement.

Article 9. Warranty

1. Nxt agency guarantees that the Services comply with the Agreement, the specifications stated in the offer, the reasonable requirements of reliability and the legal provisions and/or government regulations existing on the date of the conclusion of the Agreement.
2. Nxt agency and the Other Party may also include additional, instruction-specific guarantees in the Agreement.
3. The warranty as referred to in this article expires:

a. if the Other Party has edited the delivered goods themselves or had them edited by Third Parties;

b. if the delivered goods are exposed to abnormal conditions or are otherwise treated carelessly or used contrary to Nxt agency's instructions;

c. In the event that Nxt agency has delivered a draft version and the Other Party has approved this draft version. The warranty for visible defects that were already present in the draft version will then expire.

Article 10. Prices

1. All amounts are in euros and exclude turnover tax and other government levies, unless otherwise agreed.
2. If, at the request of the Other Party or on Nxt agency's own initiative - where the Other Party has agreed in Writing - a Third Party is engaged by Nxt agency, Nxt agency charges an agency fee of 15% with a maximum of €500 (five hundred) per activity for the financial risk they run.
3. Nxt agency reserves the right to make an inflation adjustment every six months.
4. The agreed amounts are based on cost-determining factors at the time of the offer. Nxt agency reserves the right to pass on changes in cost-determining factors that occur 3 (three) months after the conclusion of the Agreement, over which Nxt agency cannot reasonably influence, such as increasing excise taxes, social charges, insurance contributions or sales tax, to the Other Party, up to a maximum of 20% of the original amount.
5. A composite quote does not oblige Nxt agency to perform part of the Agreement for a corresponding part of the specified amount.
6. Discounts and amounts offered do not automatically apply to future Agreements.
7. De bedragen worden voorafgaand aan de werkzaamheden gefactureerd en de werkzaamheden worden pas ingang gezet na betaling.

Article 11. Payment and Invoicing

1. Unless otherwise provided in the Agreement or additional terms and conditions, Nxt agency's activities will be charged to the Other Party on a monthly basis and the amounts due by the Other Party must be paid within 14 (fourteen) days of the invoice date.
2. The other party has the duty to report inaccuracies in payment details provided or stated to Nxt agency without delay.
3. If the Other Party does not meet its payment obligation (s) in time, Nxt agency will alert the Other Party to the late payment and the Other Party will be granted a period of 14 (fourteen) days to still meet its payment obligation (s). After the failure to pay within this fourteen day period, the Other Party is in default. As a result, the Other Party also owes the statutory (commercial) interest on the amount still due. In addition, Nxt agency is entitled to charge the extrajudicial collection costs it has incurred.
4. The right to suspend and set off are excluded in the case of a Other Party acting in the exercise of a profession or business.
5. In the event of (reasonable view of) bankruptcy, liquidation or suspension of payments or debt restructuring under the WSNP, Nxt agency's claims against the Other Party and the Other Party's obligations towards Nxt agency are immediately due and payable.
6. The payments made by the Other Party are always intended to settle - firstly - all interest and costs due, secondly, for due invoices that have been outstanding for the longest time, even if the Other Party indicates that payment relates to a later invoice.
7. If the Other Party wishes to receive a further specification of the invoice, this does not suspend its payment obligation.

Article 12. Complaints

1. The Other Party can no longer invoke a defect in performance if it has not protested to Nxt agency in this regard within 2 (two) months after discovering the defect or reasonably should have discovered it. If there is a so-called “visible defect” upon delivery, a period of 48 (forty-eight) hours applies.
2. The Other Party must give Nxt agency at least 4 (four) weeks to resolve the complaint by mutual agreement.
3. If a complaint is not reported to Nxt agency within the terms set out in the previous paragraphs, the Service is deemed to comply with the Agreement and has been performed in accordance with the Agreement.
4. Complaints do not suspend the Other Party's payment obligation if it acts in its profession or business.

Article 13. Additional work

1. If, at the request of the Other Party or at its own request - with the Other Party's prior written consent - Nxt agency has performed work or other services that fall outside the content or scope of the Agreement, these activities or performances will be reimbursed by the Other Party at Nxt agency's usual rates. The Other Party is never obliged to comply with such a request and may require that a separate Written Agreement be concluded for this purpose.
2. The Other Party accepts that work or performance as referred to in paragraph 1 of this article may influence the agreed objectives and expectations.
3. Insofar as a fixed amount has been agreed for the service, Nxt agency will always inform the Other Party in advance and In Writing about the (financial) consequences of the additional work.

Article 14. Intellectual Property

1. All intellectual property rights that relate to and/or are the result of the Agreement executed by Nxt agency rest with the Other Party, unless the Parties have agreed otherwise in Writing, Nxt agency has indicated this In Writing, or this reasonably results from the nature of the documents.
2. The intellectual property rights with regard to works that are intended to be transferred to the Other Party will only transfer when the Other Party has fully complied with its payment obligation.
3. If the intellectual property rights relating to certain documents are owned by Nxt agency, the Other Party is not allowed to disclose and/or reproduce the relevant information obtained in any form. This includes editing, selling, providing, distributing and integrating into networks, whether or not after editing. In such a case, the Other Party will only obtain the non-exclusive and non-transferable rights of use. Any other or further right of the Other Party is then excluded.
4. Nxt agency reserves the right to use the knowledge acquired during the execution of the Agreement for other purposes, provided that no confidential information from the Other Party is provided to Third Parties.
5. Nxt agency has the right to use the Other Party's name and logo as a reference or promotion.
6. The Other Party indemnifies Nxt agency against third parties' claims regarding intellectual property rights.
7. If Nxt agency has a copyright on a portrait commissioned by the Other Party, the Other Party gives Nxt agency permission to make the work public. This disclosure therefore does not infringe the Other Party's portrait rights.
8. The Other Party indemnifies Nxt agency against any third-party claims about intellectual property rights. For example, if Nxt agency or a Third Party appointed by it shoots or photographs something on behalf of the Other Party, Nxt agency may assume that the persons present have been informed about the making of this footage and their portrait rights.
9. In addition, it is possible that Nxt agency must search for stock images or other footage on behalf of the Other Party. In that case, Nxt agency does not have to investigate whether the footage is subject to an intellectual property right. Of course, Nxt agency will try to take this into account as much as possible.
10. If the Other Party acts contrary to the provisions of this article, the Other Party owes an immediately due and payable penalty of 3 (three) times the amount stipulated for that Agreement, without prejudice to Nxt agency's right to compensation.

Article 15. Confidentiality

1. Confidentiality of all confidential information obtained by the Other Party from Nxt agency under the Agreement is mandatory for the Other Party. Information is confidential if this has been provided by Nxt agency or if this reasonably results from the nature of the information.
2. This confidentiality does not apply if the party can demonstrate that the information is not confidential, because:
   1. it is already known to the receiving party at the time it was provided by the departing party; or
   2. it is publicly known at the time it was provided by the providing party.

3. With regard to the confidential information, the parties will observe at least the same duty of care and guarantees that apply to their own confidential information. Nxt agency is entitled to disclose the confidential information to Third Parties insofar as they must be aware of this strictly necessary in connection with the execution of the Agreement. Nxt agency guarantees that these Third Parties will maintain the same confidentiality of the confidential information as described in this article.
4. If the Other Party breaches this article, regardless of whether the offence is attributable to the Other Party and without prior notice of default or court procedure, the Other Party owes Nxt agency an immediately due and payable penalty of €20,000 (twenty thousand) for each violation, without any form of damage and without prejudice to Nxt agency's other rights, including the right to pay compensation in addition to the penalty claim.

Article 16. Employee clause

1. During the term of the Agreement, as well as 1 (one) year after its termination, each of the parties will only hire employees of the other party who are or have been involved in the execution of the Agreement with the prior Written consent of the other party, or otherwise have them work for themselves directly or indirectly.
2. Nxt agency will not withhold the relevant consent if the Other Party has offered appropriate compensation. Appropriate compensation is defined as at least compensation of 10 (ten) monthly salaries.

Article 17. Transfer

1. The Other Party's rights and obligations under this Agreement cannot be transferred without the other party's prior Written consent. This provision is considered a clause with property law effect as referred to in article 3:83 paragraph 2 of the Civil Code.

Article 18. Multiple contractors

1. If the Other Party wishes to provide the same or similar activities that Nxt agency performs simultaneously to several parties, including Nxt agency, then the Other Party must inform all parties about this.
2. If the Other Party has already issued the same order to another party and, for whatever reason, wishes to have the order executed again by Nxt agency, the Other Party must inform which party was issued the order and why the Other Party issues the order again.

Article 19. Applicable law

1. Agreements between Nxt agency and the Other Party are exclusively governed by Dutch law.
2. Disputes between Parties will be resolved through good consultation as much as possible. All disputes between the Other Party and Nxt agency will be settled exclusively by the competent court in the district in the Netherlands where Nxt agency is located.

Article 20. Survival

1. The provisions of these general terms and conditions and the Agreement that are intended to remain in effect after termination of the Agreement will remain in full force after the termination of the Agreement.

Article 21. Amendment or addition

1. Nxt agency is entitled to unilaterally change or supplement these general terms and conditions. In that case, Nxt agency will inform the Other Party in good time about the changes or additions.
2. There will be a minimum of 30 (thirty) days between this notice and the entry into force of the amended or supplemented terms.

CHAPTER II - PROCESSING AGREEMENT PROVISIONS

Article 22 Processing of Personal Data

1. Should Nxt agency be regarded as a processor as referred to in article 4 paragraph 8 of the General Data Protection Regulation (GDPR), articles 22 to 26 of these terms and conditions qualify as agreements that must be made in accordance with article 28 paragraph 3 of the General Data Protection Regulation (GDPR).
2. Nxt agency will process personal data on behalf of the Other Party. Nxt agency processes, among other things, the Other Party's personal data, such as: the full name, (business) addresses, place of residence, telephone number, business and/or personal e-mail addresses, financial data and/or other (personal) data provided by the Other Party.
3. The Other Party guarantees that it is entitled to appoint Nxt agency as the processor of the personal data and - like - Nxt agency complies with the applicable laws and regulations. Nxt agency is not liable for damage resulting from the Other Party's non-compliance with obligations under applicable laws and regulations.
4. Nxt agency processes the data on behalf of the Other Party, and is not under the direct authority of the Other Party.
5. Data as mentioned in the paragraphs above is never owned by Nxt agency. Data that the Other Party provides for the above purpose therefore remains the property of the Other Party.
6. Nxt agency will not process the personal data longer than for the duration of the Agreement, unless the Other Party has explicitly instructed this in Writing or unless otherwise agreed in Writing between the parties.
7. If, in the opinion of the Other Party, certain personal data should no longer or need to be kept, then, at the Other Party's Written Request, Nxt agency will immediately destroy the relevant personal data specified by the Other Party and declare to the Other Party in writing that it has carried this out.
8. The Other Party indemnifies Nxt agency against third-party claims that relate to (or arise from) the processing of personal data by Nxt agency and/or are caused by a breach of the warranty by the Other Party as stated in this article (article 21.3).
9. The Other Party gives Nxt agency permission to engage Third Parties (sub-processors) if this is necessary for the execution of the Agreement and in compliance with legal obligations.
10. Upon termination of the Agreement, the processing by Nxt agency will stop and the personal data processed via Nxt agency will be permanently deleted one month after the end date. If (any) stakeholders request the Other Party to return the personal data, Nxt agency can provide support. To do so, a request to do so must be submitted one month before the end date of the Agreement via remi.kuchler@nxt.agency

Article 23. Execution processing

1. Nxt agency is only responsible for processing personal data that is processed in the context of the Services offered under the conditions set out in these general terms and conditions. Nxt agency is expressly not responsible for other personal data processing.
2. The Other Party gives Nxt agency permission to process personal data via Third Parties outside the European Union, provided that all legal conditions are met.
3. Nxt agency will keep the personal data concerning the Other Party separate from the personal data that it processes for itself or on behalf of Third Parties.
4. Nxt agency will process the personal data properly and carefully and in accordance with Nxt agency's obligations under privacy legislation, including European Regulations and the GDPR.
5. Nxt agency will reasonably cooperate with requests that the Other Party receives from those involved.
6. If the Other Party executes a DPIA and requests cooperation from Nxt agency, Nxt agency will provide it insofar as it can reasonably be expected of it.

Article 24. Security

1. In accordance with article 32 GDPR, Nxt agency will take all appropriate technical and organizational measures to protect personal data against loss or any form of unlawful processing. Given the associated costs and the state of the art, these measures will be in line with the nature of the personal data to be processed.
2. Nxt agency is committed to preventing, detecting and, where appropriate, taking action against security breaches with regard to personal data.
3. If Nxt agency has implemented appropriate technical and organizational measures to protect personal data and, despite these measures, a security breach as referred to in article 23.1 occurs, Nxt agency is not liable for the damage resulting from this security breach. This does not apply if the damage was caused by intent or deliberate recklessness on the part of Nxt agency.

Article 25. Notification obligation

1. In the event of a security breach and/or a data breach as referred to in the Data Breach Reporting Act, Nxt agency will reasonably inform the Other Party about this as soon as possible, but no later than 48 (forty-eight) hours from the time of discovery, and provide the Other Party with information that he/she needs to (also) report to the Data Protection Authority and possible stakeholders.
2. In any case, the reporting obligation includes reporting the fact that there has been a leak or incident, as the (alleged) cause of the leak or incident, the previously known and/or expected consequence and the (proposed) solution.
3. Nxt agency is not allowed to provide information about a data breach or other incidents directly to Data Subjects or other Third Parties, except to the extent that Nxt agency is legally obliged to do so or has obtained permission from the Other Party.

Article 26. Inspection

1. Nxt agency allows the Other Party to inspect Nxt agency's compliance with the security measures or that, at the request of the Other Party, Nxt agency's processing facilities are inspected by a designated investigative authority.
2. The inspection as referred to in paragraph 1 of this article shall take place at most once every 12 (twelve) months.
3. The Other Party will pay all costs, fees and expenses associated with the inspection, including reasonable internal costs incurred by Nxt agency.
4. The Other Party will provide Nxt agency with a copy of the inspection report.

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