Noord50 · General Terms and Conditions
These general terms and conditions apply to all quotations, agreements and services of Noord50, established at Peizerweg 97, 9727 AJ Groningen, the Netherlands, and registered with the Chamber of Commerce under number 90468643. They are intended exclusively for clients acting in the course of their profession or business.
1. Definitions
1.1 Client: the company or other business party that enters into an Agreement with Noord50 or to which Noord50 issues a quotation.
1.2 Agreement: the quotation, proposal, order confirmation, services agreement or other written arrangement between Noord50 and the Client, including its annexes.
1.3 Services: all activities offered by Noord50, including in any event Pay Per Meeting Services, Outsourced BDR Services, CRM and data services, prospect research, data enrichment, sales training, sales advice, consultancy and projects.
1.4 Pay Per Meeting Services: Services in which Noord50 books sales meetings for the Client and the Client pays per Qualified Meeting.
1.5 Outsourced BDR Services: Services in which Noord50 assigns one or more dedicated business development representatives (each a “BDR”) to perform an agreed scope of sales activities for the Client.
1.6 Meeting: an (online) sales meeting scheduled by Noord50 between the Client and a contact person of a prospect.
1.7 Qualified Meeting: a Meeting that has taken place and meets the qualification criteria set out in the Agreement.
1.8 In Writing: on paper, by e-mail or by another digital means with which the content can be durably recorded and read back.
2. Applicability and order of precedence
2.1 These terms apply to all offers, quotations, assignments and Agreements of Noord50 with business clients, unless the parties agree otherwise In Writing.
2.2 Any purchasing conditions or other general terms and conditions of the Client are expressly rejected.
2.3 In the event of conflict, individual arrangements agreed In Writing in the Agreement and its annexes prevail over these terms. A data processing agreement prevails insofar as it concerns the processing of personal data.
2.4 A deviation from these terms only applies if Noord50 has accepted it In Writing, and only for the Agreement concerned.
3. Quotations and formation
3.1 Quotations of Noord50 are without obligation, unless they expressly state a period of validity or binding character. Obvious errors, including calculation and typing errors, do not bind Noord50.
3.2 An Agreement is formed as soon as a quotation or proposal has been accepted In Writing, the parties sign an agreement, or Noord50 starts the work at the Client’s request.
3.3 In the Agreement, the parties record the assignment-specific arrangements, including the Services, scope, term, qualification criteria, rates, minimum purchase and special working arrangements.
4. Performance of the Services
4.1 Noord50 performs the Services carefully, professionally and to the best of its knowledge and ability. Unless a concrete result has been expressly guaranteed In Writing, Noord50 has an obligation of effort.
4.2 Noord50 does not guarantee any specific revenue, new customers, conversion, number of Meetings or other commercial outcomes, except insofar as a specific performance obligation is expressly set out in the Agreement.
4.3 Noord50 may engage employees, independent professionals and other third parties for the performance. Noord50 remains responsible for fulfilling its contractual obligations and ensures that the applicable confidentiality and privacy arrangements are complied with.
4.4 Within the agreed assignment, Noord50 determines the method of performance, including planning, working hours, deployment of personnel, coaching and quality control, provided that the principles and instructions agreed In Writing are respected.
5. Pay Per Meeting Services
5.1 For Pay Per Meeting Services, the Client only pays for Qualified Meetings, plus any other fees expressly set out in the Agreement. The qualification criteria, target group, call lists and approval procedure are set out in the Agreement.
5.2 The provisions below apply unless the Agreement provides otherwise. Where the Agreement contains its own assessment and dispute procedure for Meetings, that procedure applies instead.
5.3 No-show by the prospect. If the prospect does not attend, the Client reports this to Noord50 In Writing no later than 24 hours after the scheduled start time. Noord50 then tries to reschedule the Meeting. A no-show reported on time is not invoiced. A Meeting not reported as a no-show within this period is deemed to have taken place.
5.4 Rescheduling, cancellation and absence by the Client. A Meeting is invoiced if the Client cancels it, moves it to a time other than the time the prospect confirmed, or does not attend while the prospect does.
5.5 Disputes. The Client may dispute a Meeting only on the ground that it does not meet the qualification criteria in the Agreement. The Client reports this In Writing, with reasons, no later than 24 hours after the Meeting. Noord50 responds with its position within five working days. After the reporting period has expired, the qualification is final.
5.6 Exclusion list. Before each call list is used, the Client provides an up-to-date list of existing customers and prospects it does not want approached. A Meeting with a contact person who was not on that list is invoiced, even if the Client had previous contact with that person or company.
5.7 Invoicing. Each Qualified Meeting is invoiced on the first day of the calendar month following the month in which the Meeting took place. If the Client successfully disputes a Meeting after it has been invoiced, Noord50 issues a credit note for that Meeting.
6. Outsourced BDR Services
6.1 For Outsourced BDR Services, Noord50 assigns one or more dedicated BDRs to perform an agreed scope of sales activities for the Client, such as outbound prospecting, follow-up of inbound leads or re-engagement of existing opportunities. The scope, target groups, objectives and working arrangements are agreed between the parties In Writing and may be adjusted by mutual agreement.
6.2 The BDR remains employed or engaged by Noord50 and works under the direction and supervision of Noord50. Noord50 determines the planning, working hours, leave, priorities, coaching, quality control and working methods, and provides the training and tools required, in accordance with Article 4.4.
6.3 The Client and the BDR may communicate directly, for example through a shared Slack channel in which Noord50 also participates, on operational matters such as lead handover, product and prospect questions, and feedback on Meetings. Changes to the agreed scope, priorities, planning, working hours or working methods are agreed with Noord50 and not instructed directly to the BDR. The Client shall not integrate the BDR into its own organisation as its own staff.
6.4 Where the Client grants the BDR access to its systems, such as its CRM, e-mail or calendar, this is solely to enable performance of the agreed scope. The Client remains responsible for the configuration of and access rights to its systems, and revokes access at the end of the Agreement.
6.5 The parties do not intend the Outsourced BDR Services to constitute the provision of workers (terbeschikkingstelling van arbeidskrachten) within the meaning of the Dutch Placement of Personnel by Intermediaries Act (Waadi) or the Dutch Act on Admission of Placement of Workers (Wtta). They organise their cooperation in practice accordingly and consult promptly if the actual working relationship changes.
6.6 Noord50 may replace the BDR after consultation with the Client, for example in the event of illness, departure or insufficient fit. Noord50 arranges a suitable replacement within a reasonable period.
7. Cooperation and responsibility of the Client
7.1 The Client provides in good time the information, materials, access, calendar availability, contact persons and other cooperation reasonably required for the performance of the Services.
7.2 The Client warrants that the information it provides about its organisation, offering, prices, customers, products and services is correct, up to date and lawful to use. The Client reports relevant changes without undue delay.
7.3 The Client remains responsible for its own commercial decisions, quotations, customer relationships, delivery of products and services and the follow-up of contacts, unless otherwise agreed In Writing.
7.4 If necessary cooperation is not provided, Noord50 may, after consultation, adjust the performance or planning. Reasonable additional costs demonstrably arising from this may be charged after prior agreement In Writing.
8. Laws, regulations and commercial outreach
8.1 Both parties comply, in their own activities, with the laws and regulations applicable to them, including rules on privacy, marketing, electronic communications, telephone acquisition and fair trading practices in the countries concerned.
8.2 Rules on unsolicited calls and e-mails differ per country. Noord50 adapts its outreach methods to the rules of each target market. The Client informs Noord50 of any restrictions specific to its sector, its own policies or its target markets that it is aware of.
8.3 The parties take objections, unsubscribe requests and do-not-contact requests into account. The Client provides Noord50 with the exclusion lists and restrictions relevant to the assignment, insofar as this is lawful and necessary.
8.4 Noord50 only records prospecting calls where this is permitted under the laws of the target market concerned and the prospect has been informed or has given consent as required by those laws.
8.5 Noord50 may refuse or suspend an instruction, data source, target group or method of outreach if, in its reasonable opinion, there is insufficient lawful basis for it. The parties then consult on a suitable adjustment.
9. Use of AI and digital tools
9.1 Noord50 may use AI systems and other digital tools for the performance of the Services, including for prospect research, data enrichment, qualification, transcription, drafting messages and reporting. Noord50 remains responsible for the output and applies human review where this is relevant to the quality or lawfulness of the Services.
9.2 Where Noord50 uses AI systems in contact with prospects, it complies with the applicable transparency obligations, including those under Regulation (EU) 2024/1689 (AI Act).
9.3 Noord50 does not use confidential information or personal data of the Client to train AI models of third parties, and only uses AI tools whose terms of use are consistent with Articles 15 and 16.
10. Scope changes and additional work
10.1 The content and scope of the Services follow from the Agreement. Work outside the agreed scope is not automatically included.
10.2 Changes in scope, target group, target markets, deliverables, planning or method are agreed In Writing. Insofar as a change involves extra work, capacity or costs, the parties agree the consequences in advance.
10.3 Noord50 is not required to perform additional work before agreement has been reached on it.
11. Planning and dependencies
11.1 Stated planning, go-live dates, deadlines and forecasts are indicative, unless the parties have recorded In Writing that a deadline is strict.
11.2 Insofar as delay arises from circumstances attributable to the Client, including lack of information, approval, calendar availability or access, the affected deadlines are reasonably adjusted.
11.3 The parties inform each other in good time of circumstances that may materially affect the planning or performance and agree on a reasonable solution.
12. Fees, invoicing and payment
12.1 The rates, pricing model, any minimum purchase and any prepayment are set out in the Agreement. All amounts are in euros and exclusive of VAT and other applicable levies, unless stated otherwise In Writing.
12.2 Third-party costs and other expenses are only charged separately if provided for in the Agreement or approved in advance In Writing.
12.3 Unless otherwise agreed, Noord50 invoices on the first day of each calendar month for the Services performed in the preceding calendar month. Fixed monthly fees may be invoiced in advance on the first day of the month concerned if the Agreement so provides.
12.4 The payment term is 14 calendar days after the invoice date, unless otherwise agreed In Writing.
12.5 In the event of late payment, the Client owes, insofar as legally permitted, the statutory commercial interest and reasonable extrajudicial collection costs in accordance with the applicable statutory rules.
12.6 A reasoned objection to an invoice is reported In Writing as soon as possible. The objection does not suspend payment of the undisputed part. The parties discuss the disputed part promptly.
12.7 Noord50 may adjust its rates once per calendar year with effect from 1 January, by giving at least one month’s notice In Writing. Rates agreed as fixed for a specific term or pilot are not adjusted during that term.
13. Complaints and assessment of performance
13.1 The Client reports complaints about the performance as soon as possible after discovering the relevant circumstance, with a concrete description and available substantiation.
13.2 The parties give each other a reasonable opportunity to investigate a complaint and, where possible, to remedy a shortcoming.
13.3 For Meetings, the assessment and dispute procedure in Article 5 or in the Agreement applies.
14. Intellectual property, materials and data
14.1 Existing working methods, scripts, templates, software, analysis systems, know-how and other intellectual property rights of Noord50 or its licensors remain with the respective rights holders.
14.2 Materials and rights that the Client makes available to Noord50 remain with the Client or the original rights holder. The Client grants Noord50 the necessary right of use for the duration of the assignment.
14.3 After full payment, the Client may use the reports, texts and data files delivered specifically to it for its own business operations and for the agreed purpose, insofar as third-party rights and applicable legislation permit. Transfer of intellectual property rights or exclusivity requires an express arrangement In Writing.
14.4 Without prior consent, the Client may not resell non-public methods, source files or datasets made available by Noord50 to third parties as a standalone product, or exploit them outside the agreed purpose.
14.5 Personal data is not property in the legal sense. Its processing and use are governed by applicable privacy legislation and Article 16.
15. Confidentiality
15.1 The parties keep confidential the business information they receive under the Agreement and use it exclusively for the performance of the Agreement.
15.2 The duty of confidentiality does not apply to information that was demonstrably already public, was lawfully obtained from a third party without a duty of confidentiality, was developed independently, or must be provided by law or a binding order.
15.3 The parties limit access to confidential information to persons who need it for the performance and who are bound by appropriate confidentiality.
15.4 This obligation continues to apply for three years after termination of the Agreement. For trade secrets, it applies for as long as the information qualifies as a trade secret.
16. Privacy and information security
16.1 The parties process personal data exclusively in accordance with applicable legislation, including the General Data Protection Regulation (GDPR), and take appropriate technical and organisational security measures.
16.2 Which party is controller, joint controller or processor is determined by the actual activities and control over the processing. If Noord50 acts as processor for the Client, the parties enter into a data processing agreement before the processing starts.
16.3 The parties inform each other without undue delay of privacy requests, security incidents and other events relevant to the joint performance, insofar as legally permitted and necessary.
16.4 Noord50 may use common digital tools and external service providers, provided that applicable privacy, security and contractual obligations are complied with. Arrangements on specific systems, access rights and data transfers outside the European Economic Area may be set out in the Agreement or a separate privacy annex.
17. Liability
17.1 Noord50 is only liable for direct damage that is the demonstrable and attributable consequence of a failure to perform the Agreement, provided that the Client has given Noord50 the opportunity to remedy the failure within a reasonable period, unless remedy or notice of default is not legally required.
17.2 The total liability of Noord50 per event or connected series of events is limited to the fees, excluding VAT, invoiced for the assignment concerned in the six months preceding the event causing the damage, with a minimum of EUR 2,500 and a maximum of EUR 25,000.
17.3 Noord50 is not liable for indirect damage, including lost profit, lost revenue, loss of business opportunities and reputational damage, insofar as this exclusion is legally permitted.
17.4 The limitations in this article do not apply in the event of intent or deliberate recklessness on the part of Noord50’s management, nor to liability that cannot be excluded or limited under mandatory law.
17.5 The Client indemnifies Noord50 against third-party claims, including claims and fines from supervisory authorities, arising from unlawful data, materials or instructions provided by the Client, insofar as those claims are attributable to the Client and are not the result of a failure by Noord50.
18. Force majeure
18.1 Force majeure exists in the event of a circumstance outside a party’s reasonable sphere of influence that temporarily or permanently prevents performance and that, by law, is not for its account.
18.2 The affected party reports the force majeure as soon as possible. The obligations prevented by it are suspended for as long as the force majeure lasts, without this giving rise to a right to compensation.
18.3 If the force majeure lasts longer than 60 calendar days, either party may terminate In Writing the part of the Agreement that cannot yet be performed. Performance already correctly delivered remains payable.
19. Suspension, term and termination
19.1 The term, any renewal, notice periods and minimum obligations of an assignment are set out in the Agreement.
19.2 If an Agreement has been entered into for an indefinite period without an agreed notice period, either party may terminate it In Writing with one calendar month’s notice, effective at the end of a calendar month, without prejudice to applicable statutory provisions.
19.3 An Agreement for a fixed period ends at the agreed moment or on completion of the assignment, subject to arrangements to the contrary or applicable statutory rights of termination.
19.4 In the event of a material failure, the other party may terminate the Agreement after giving the defaulting party a reasonable period to remedy of at least 14 calendar days In Writing, unless the law justifies immediate termination.
19.5 After a written warning and a reasonable payment period, Noord50 may suspend its activities, including booking new Meetings, for as long as due invoices remain unpaid. In the event of serious legal or security risks, Noord50 may immediately and temporarily stop the activities concerned.
19.6 On termination, work already performed and Meetings already held are settled. Meetings already scheduled but not yet held are invoiced in accordance with Article 5 if they take place, unless the Agreement provides otherwise. Any minimum purchase, reserved capacity or buy-out amounts only apply insofar as they are expressly included in the Agreement and are legally enforceable.
19.7 After termination, the parties make reasonable arrangements for the transfer of agreed, paid deliverables and the return of each other’s materials. For personal data, the applicable statutory retention periods and privacy arrangements also apply.
20. Non-solicitation
20.1 During the Agreement and for twelve months after its end, the Client shall not employ or engage, directly or through third parties, any BDR or other person deployed by Noord50 for the Client, without the prior written consent of Noord50.
20.2 If the Client breaches Article 20.1, it owes Noord50 an immediately payable fee per person equal to three times the average monthly fee invoiced for that person’s work in the last three months, or EUR 10,000 where no monthly fee applies, without prejudice to Noord50’s right to claim full damages.
21. External communication and references
21.1 The parties may only publish the name, logo or a recognisable case of the other party as a commercial reference after prior written consent.
21.2 Use of the Client’s name, communication channels, accounts and house style by Noord50, including calling or e-mailing on behalf of the Client, is only permitted insofar as agreed for the Services.
22. Final provisions
22.1 The Agreement and these terms are governed by Dutch law.
22.2 The parties first try to resolve a dispute through mutual consultation. If that fails, the dispute is submitted to the competent court of the District Court of the Northern Netherlands (rechtbank Noord-Nederland), location Groningen, unless mandatory law prescribes otherwise.
22.3 If a provision proves to be wholly or partially invalid, the other provisions remain in force. The parties then consult on a legally valid replacement provision that reflects the original intention as closely as possible.
22.4 An amended version of these terms applies to new Agreements after it has been made available. For existing Agreements, a new version only applies if the parties agree to this In Writing, or insofar as legally permitted.
22.5 These terms are drawn up in English. If a translation is provided, the English version prevails in the event of any difference.