Effective date: 01 January 2025
These Terms & Conditions (the “Terms”) govern all proposals, orders, subscriptions, and services provided by Prospactive B.V. By accepting a Proposal/Order Form, paying an invoice, or using our services, you agree to these Terms.

1) Parties & Definitions

Prospactive means Prospactive B.V., and any of its affiliates and subcontractors. Client means the company or person named in a Proposal/Order Form. Order Form includes a Proposal, SOW, estimate, or any document that sets out services, deliverables, fees, and specific terms. Services include design, development, hosting & support, consulting, and any related work. Deliverables are the tangible and intangible outputs of the Services. Subscription means an ongoing, recurring service plan.

2) Order of Precedence

If there is any conflict between these Terms and an Order Form, the Order Form prevails, followed by these Terms.

3) Quotes & Proposal Validity

Unless otherwise stated, proposals are valid for 14 days from the issue date and may be adjusted thereafter. Any timelines are estimates and depend on Client’s timely inputs.

4) Fees & Payment Terms (Fixed‑Fee Projects)

4.1 Deposit & balance. A non‑refundable 50% deposit of the total project fee (the “Total Investment”) is due upon signing. Work starts after the deposit is received. The remaining 50% is due upon delivery of the completed project deliverables.

4.2 Due date. Unless otherwise specified, invoices are due within 14 days of the invoice date.

4.3 Payment methods & charges. Client may pay by bank transfer or via payment processor (e.g., Stripe). Any card/processor fees and any bank/wire charges (domestic or international) are added to the invoice and are Client’s responsibility.

4.4 Late payment. Amounts not paid when due accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower), calculated daily from the due date until paid in full. We may suspend work for non‑payment and reschedule delivery once paid.

4.5 Taxes. Fees are exclusive of VAT and other taxes. Client is responsible for all applicable taxes and withholdings (see §14 for international gross‑up).

5) Subscriptions (Hosting, Support & Similar Plans)

5.1 Billing. Subscriptions are billed monthly in advance (or as stated in the Order Form) and auto‑renew month‑to‑month unless cancelled.

5.2 Annual cap on price increases. We may increase monthly subscription fees once per calendar year by up to 10%, effective on 30 days’ written notice. (Increases do not apply retroactively.)

5.3 Cancellation. Either party may cancel a Subscription on 30 days’ written notice. Cancellation does not affect amounts already due or pro‑rated amounts accrued during the notice period.

5.4 Suspension. We may suspend a Subscription for non‑payment or material breach. Suspension does not waive fees that continue to accrue during the suspension.

6) Client Inactivity Penalty (No‑Response)

To keep projects on schedule, timely feedback and materials are essential. If Client fails to provide required feedback, approvals, content, or access within 7 calendar days after a written request identifying the items needed and the milestone they block, Prospactive may charge a contractual penalty equal to 5% of the Total Investment per week of continued non‑response. This penalty accrues weekly (pro‑rata daily) until Client provides the required input. This is in addition to our right to suspend work and reschedule timelines. For clarity, this provision does not apply where the delay is primarily caused by Prospactive. (Any judicial moderation of contractual penalties remains reserved as a matter of mandatory law.)

7) Changes, Out‑of‑Scope & Additional Work

Change requests, extra rounds, new features, integrations, urgent turn‑arounds, or third‑party purchases not included in the Order Form are out‑of‑scope and will be quoted separately or billed at our then‑current rates. We will not proceed with materially out‑of‑scope work without written approval.

8) Timelines, Scheduling & Rescheduling

Schedules assume timely Client cooperation. Delays in receiving content/approvals/access will extend delivery dates. If a project is paused >30 days for reasons outside our control, we may (a) invoice work completed to date, (b) allocate a new slot and timeline, and (c) revise pricing to reflect any scope or rate changes.

9) Acceptance

Unless otherwise agreed, Client will have 5 business days after delivery to review Deliverables for material conformance to the agreed scope. If no written rejection specifying material non‑conformities is received within that period, the Deliverables are deemed accepted. Minor or cosmetic issues will be addressed as part of the normal revision process.

10) Intellectual Property & License

10.1 Ownership. Upon full payment of all amounts due for a given Deliverable, Prospactive assigns to Client the copyright in the final, specifically created project assets identified in the Order Form, excluding (i) any pre‑existing materials (e.g., libraries, frameworks, templates, components, know‑how), (ii) third‑party materials (see §11), and (iii) tools used to create the Deliverables.

10.2 License back. Prospactive retains ownership of its pre‑existing materials and grants Client a non‑exclusive, worldwide, perpetual license to use any such pre‑existing materials solely as incorporated into the Deliverables.

10.3 Portfolio rights. Unless Client opts out in writing, Prospactive may showcase the project and Client’s name/logo as part of our portfolio and marketing.

11) Third‑Party & Open‑Source Materials

Deliverables may incorporate third‑party services, fonts, stock media, software, and open‑source components under their own licenses/terms. Client’s continued use requires ongoing compliance and valid licenses. We are not responsible for third‑party availability, performance, pricing, or changes in terms.

12) Client Materials & Warranties

Client represents and warrants that all materials it supplies (content, data, trademarks, accounts, access, etc.) are accurate, lawful, and do not infringe third‑party rights, and that Client has all rights to grant us the necessary permissions to perform the Services. Client will keep credentials secure and provide timely access.

13) Disclaimers; SEO & Results; Technical Issues

13.1 No guarantees. All Services are provided “as is” without guarantees of specific results, traffic, rankings, conversions, or revenue.

13.2 SEO/algorithms. Search engines and platforms frequently change algorithms. We are not legally accountable for any result or traffic decrease stemming from search engine changes, indexing, penalties, or platform actions beyond our control.

13.3 Technical issues. Client acknowledges that digital systems can fail. We are not legally accountable for outages, bugs, downtime, data loss, or other technical issues (including third‑party services) that may cause costs or loss of revenue. We take reasonable care, but Client is responsible for backups and business continuity.

14) International Clients; Currency; Taxes; Sanctions

14.1 Currency & charges. Unless stated otherwise, invoices are issued in EUR. If Client pays in another currency, Client bears all FX differences and bank/processor fees to ensure Prospactive receives the full invoiced amount.

14.2 Taxes & gross‑up. Client is responsible for VAT/GST/sales, withholding, and other taxes. Any withholding taxes must be grossed‑up so that Prospactive receives the net amount that would have been received absent withholding.

14.3 Compliance. Client represents it is not subject to sanctions and will comply with applicable export controls and sanctions laws. We may immediately suspend or terminate where continuing would breach such laws.

14.4 Cross‑border data. Services may involve cross‑border data transfers. We implement appropriate safeguards and, where required, make available a Data Processing Agreement (DPA) (including standard contractual clauses where applicable) upon request.

15) Confidentiality

Each party will keep the other’s non‑public information confidential and use it only to perform under the Order Form/these Terms, subject to customary exceptions (public domain, independently developed, legally compelled disclosure, etc.).

16) Indemnity

Client will indemnify and hold harmless Prospactive from claims, losses, and expenses arising out of (i) Client materials; (ii) Client’s breach of these Terms; or (iii) Client’s misuse of Deliverables.

17) Liability Cap

To the fullest extent permitted by law, Prospactive’s total liability for all claims arising out of or relating to the Services/Deliverables is limited to the amount paid by Client to Prospactive for the specific project giving rise to the claim (for Subscriptions, limited to fees paid in the 3 months preceding the event). We exclude liability for indirect, special, incidental, punitive, exemplary, or consequential damages, including lost profits or revenue.

18) Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., outages, cyber incidents, war, strikes, natural disasters). Affected obligations are suspended for the duration of the event.

19) Non‑Solicitation

During the project and forever thereafter, Client will not solicit for employment or directly engage Prospactive’s staff/contractors who worked on the project, without Prospactive’s written consent. If Client breaches this restriction: (i) for any outreach or solicitation to such personnel, Client shall owe Prospactive liquidated damages of €5,000 per incident; and (ii) for any hiring, direct engagement, or retention (whether as employee, contractor, or via an entity) of such personnel, Client shall owe €50,000 per person. These amounts are agreed liquidated damages, represent a reasonable pre‑estimate of harm, and are payable on demand, in addition to any other rights or remedies (including injunctive relief). To the maximum extent permitted by law, if a court finds these amounts excessive, they shall be reduced to and enforced at the maximum amount permitted by law.

20) Term; Termination

Either party may terminate (a) for material breach not cured within 14 days of written notice or (b) immediately if the other party becomes insolvent. On termination, Client will pay for Services performed and committed costs to the termination date. Deposits are non‑refundable.

21) Notices

Notices under these Terms must be in writing and sent to the addresses or emails stated in the Order Form (or updated by notice). Email notices are effective on receipt (no bounce).

22) Assignment & Subcontracting

Client may not assign without Prospactive’s consent (not unreasonably withheld). Prospactive may subcontract but remains responsible for the Services.

23) Governing Law & Jurisdiction

These Terms and any dispute or claim (including non‑contractual) are governed by the laws of the Netherlands. Parties submit to the exclusive jurisdiction of the District Court of Gelderland (Rechtbank Gelderland), the Netherlands.

24) Miscellaneous

24.1 Entire agreement. These Terms + the applicable Order Form constitute the entire agreement and supersede prior discussions.

24.2 Amendments. Changes must be in writing and signed or otherwise expressly agreed.

24.3 Severability. If any provision is found invalid, the remainder remains in effect and the invalid provision is replaced with a valid one that most closely reflects the original intent.

24.4 No waiver. Failure to enforce any provision is not a waiver.

24.5 B2B. Our Services are offered business‑to‑business. Consumer rights do not apply.

Business Details

Business name: Prospactive b.v.
Registered name used herein: Prospactive B.V.
Address: Middelerf 8b, 3851 SP, Ermelo, The Netherlands.
KvK (Chamber of Commerce) number: 89103548.

Legal note (not legal advice): This document is a template intended for use by Prospactive B.V. Laws may change and specifics of a project may require tailoring. Consider obtaining a local legal review (Netherlands) and, when processing personal data, execute an appropriate Data Processing Agreement (DPA) with Clients.