Terms And Conditions

UnlockGrowth - Interim Management, Marketing Consultancy & Fractional Marketing Strategy

User of these terms and conditions:

• UnlockGrowth (sole proprietorship)

• Owner: Jorne Korzelius

• Email: jorne@unlockgrowth.nl

• Website: www.unlockgrowth.nl

• Chamber of Commerce (KvK) number: 94773467

• VAT identification number: NL005108549B65

• Registered address: Lindenlaan 95, 1271 AX HUIZEN, The Netherlands

Section 1 — Definitions

1. UnlockGrowth (Contractor): the sole proprietorship UnlockGrowth, registered with the Dutch Chamber of Commerce under number 94773467.

2. Client: the natural person or legal entity entering into an agreement for services with UnlockGrowth.

3. Agreement: any arrangement or agreement between Client and UnlockGrowth regarding the provision of Services, including quotations, order confirmations, and any appendices.

4. Services: all work to be performed by UnlockGrowth, including interim management, marketing consultancy, fractional marketing strategy, and advisory on AI-driven marketing transformations.

5. Fee: the financial compensation for the work performed, exclusive of VAT and expenses, unless explicitly stated otherwise.

6. In Writing: communication by letter, email, or digital messaging whose origin and content can be reliably determined.

Section 2 — Applicability

1. These terms and conditions apply to all quotations, agreements, and work performed by UnlockGrowth, unless the parties have expressly agreed otherwise in writing.

2. The applicability of any purchase or other terms and conditions of the Client is expressly rejected.

3. If one or more provisions of these terms and conditions are void or voidable, the remaining provisions will remain in full force and effect. The parties will consult to agree upon a replacement provision that approximates the purpose and intent of the original provision as closely as possible.

4. UnlockGrowth reserves the right to amend these terms and conditions. Amended terms will take effect 30 days after written notification to the Client. If an amendment has a materially adverse effect on the Client's position, the Client is entitled to terminate the Agreement in writing with effect from the date the new terms take effect.

Section 3 — Engagements and Performance

1. UnlockGrowth performs engagements in the areas of interim management, marketing consultancy, and fractional strategy. The specific scope, objectives, timeline, and availability will be defined in the relevant quotation or order confirmation.

2. Unless a specific result has been expressly guaranteed in writing, UnlockGrowth commits to a best-efforts obligation (inspanningsverbintenis) based on best judgment, expertise, and professional craftsmanship.

3. UnlockGrowth independently determines the manner and tools by which the engagement is performed. UnlockGrowth is entitled to engage qualified third parties for part of the work in consultation with the Client.

4. The Client shall provide all information, credentials, system access, and cooperation reasonably required by UnlockGrowth in a timely manner. Delays or additional costs resulting from a failure to do so will be borne by the Client.

Section 4 — Independent Contractor Status and Indemnification

1. The agreement between the parties is strictly an agreement for services (overeenkomst van opdracht) under Article 7:400 et seq. of the Dutch Civil Code. The parties explicitly do not intend to enter into an employment contract or establish any relationship of authority (gezagsverhouding).

2. UnlockGrowth retains organizational and professional independence at all times in performing the Services. Attendance at internal meetings or temporary use of the Client's facilities occurs solely for the purpose of executing the assignment and does not impair this independent status.

3. The Client indemnifies UnlockGrowth against any claims from tax authorities or social security institutions regarding social security contributions or wage withholding taxes, provided UnlockGrowth has acted in accordance with the factual performance of the assignment as an independent contractor.

Section 5 — Quotations and Formation of Agreement

1. All quotations from UnlockGrowth are non-binding and valid for 30 days, unless otherwise specified. Obvious clerical errors or misprints do not bind UnlockGrowth.

2. An agreement is concluded upon written acceptance by the Client, or as soon as UnlockGrowth, with the consent of the Client, commences the performance of the Services.

3. Amendments to the agreement are only binding if confirmed in writing by both parties.

Section 6 — Duration, Planning and Termination

1. The agreement is entered into for a fixed term, an indefinite period, or on a project basis.

2. For agreements of indefinite duration or of an ongoing/fractional nature, a notice period of one full calendar month to the end of the month applies to both parties, unless agreed otherwise.

3. Early termination does not affect the Client’s obligation to pay fees and expenses for Services already performed.

4. Either party may dissolve the agreement in whole or in part with immediate effect in the event of bankruptcy, suspension of payments, liquidation of the other party's business, or if the other party fails to remedy a material breach within a reasonable written notice period of at least 14 days.

Section 7 — Fees, Invoicing and Payment

1. Fees are calculated on an hourly basis, fixed project price, or periodic retainer fee, in accordance with the quotation or order confirmation. All amounts are exclusive of VAT and travel/out-of-pocket expenses.

2. Invoicing takes place monthly in arrears or according to agreed milestones. Invoices must be paid within 14 days of the invoice date without discount, suspension, or set-off.

3. In the event of late payment, the Client will be in default by operation of law and statutory commercial interest will be due. UnlockGrowth is entitled to charge extrajudicial collection costs in accordance with statutory rates, with a minimum of 15% of the outstanding principal amount.

4. UnlockGrowth reserves the right to index fees annually or adjust them in the event of demonstrable increases in cost-determining factors.

Section 8 — Complaints and Notifications

1. Complaints regarding the Services performed or objections to invoice amounts must be submitted in writing with justification to UnlockGrowth within 14 days of discovery or the invoice date, respectively.

2. A complaint does not suspend the Client's payment obligations.

3. If a complaint is found to be justified, UnlockGrowth will remedy or adjust the work within a reasonable period free of charge, unless this has demonstrably become futile for the Client, in which case a reduction of the fee may be agreed upon.

Section 9 — Use of AI and Third-Party Services

1. UnlockGrowth uses technological tools in the performance of the Services, including artificial intelligence (AI) systems and data analytics, to optimize the quality and delivery speed of deliverables.

2. UnlockGrowth ensures that confidential information belonging to the Client is processed exclusively via secure commercial environments and is not shared with public AI training models without adequate confidentiality safeguards.

3. The Client acknowledges that outputs generated by third-party AI models are based on statistical probabilities. UnlockGrowth excludes any liability for unforeseen errors, hallucinations, inconsistencies, or temporary outages that are directly or exclusively attributable to third-party AI providers or external platforms.

Section 10 — Liability

1. The total liability of UnlockGrowth for attributable failure in the performance of the agreement or in tort is limited per event to direct damages up to a maximum of the amount paid by the Client to UnlockGrowth in the three (3) months preceding the damaging incident, with an absolute cap of €50,000.

2. Liability for indirect damage, including consequential loss, lost profits, missed savings, loss of goodwill, reputational damage, and business interruption, is expressly excluded.

3. The limitations of liability will not apply in cases of intent (opzet) or gross recklessness (bewuste roekeloosheid) on the part of UnlockGrowth.

4. Any claim for damages against UnlockGrowth expires if it is not submitted in writing to UnlockGrowth within twelve (12) months of the occurrence of the damage.

5. The Client indemnifies UnlockGrowth against third-party claims arising from marketing materials, campaigns, or content approved or provided by the Client.

Section 11 — Force Majeure

1. Neither party is obliged to perform any obligation if prevented from doing so by force majeure. Force majeure on the part of UnlockGrowth includes: illness, temporary incapacity for work, major network or server outages, outages at critical suppliers, and government measures.

2. If the force majeure situation persists for more than 30 consecutive days, both parties have the right to terminate the agreement in writing without liability for damages.

Section 12 — Intellectual Property and Deliverables

1. Pre-existing IP and Frameworks: All intellectual property rights in models, methodologies, templates, software prompts, and strategic frameworks developed by UnlockGrowth prior to or independently of the engagement remain exclusively with UnlockGrowth. The Client obtains a non-exclusive, non-transferable, and perpetual license to use these materials for its own internal business purposes.

2. Client-Specific Deliverables: The intellectual property rights in deliverables developed specifically for the Client transfer to the Client upon full payment of all outstanding invoices. UnlockGrowth retains the right to apply knowledge acquired during the engagement for other purposes, provided that no confidential information of the Client is disclosed.

Section 13 — Confidentiality, Privacy and References

1. Both parties agree to maintain strict confidentiality regarding all proprietary and confidential information obtained in the course of the collaboration.

2. Insofar as UnlockGrowth processes personal data on behalf of the Client, this will be performed in accordance with the General Data Protection Regulation (GDPR).

3. Portfolio Clause: Unless the Client has objected in writing, UnlockGrowth is entitled to use the trade name and logo of the Client on its website and in commercial materials as a reference, including a concise and neutral description of the Services provided.

Section 14 — Non-Solicitation

During the term of the agreement and for twelve (12) months following its termination, neither party will directly or indirectly solicit, recruit, or engage outside of the other party any employee or contractor engaged by the other party, without prior written consent.

Section 15 — Applicable Law and Dispute Resolution

1. All legal relationships between UnlockGrowth and the Client are governed exclusively by the laws of the Netherlands, even if the Client is established outside the Netherlands.

2. In the event of any discrepancies between a translated version and the Dutch text of these terms and conditions, the Dutch text will at all times prevail and be legally binding.

3. Any dispute that cannot be resolved amicably will be submitted exclusively to the competent court in the judicial district where UnlockGrowth has its registered seat.

Section 16 — Final Provisions

1. These terms and conditions are published at www.unlockgrowth.nl and are provided electronically with each quotation or order confirmation.

2. This revised version enters into effect on September 18, 2026 and supersedes all previous versions.

Adopted in Huizen, September 18, 2026
UnlockGrowth — Jorne Korzelius