General Terms and Conditions
Last updated: April 30, 2026
These General Terms and Conditions ('Terms') govern all offers, quotations, agreements and services provided by Sales-Surge B.V. ('Sales Surge', 'we', 'us', or 'our') to clients ('Client', 'you', or 'your'). They have been drafted in accordance with Dutch law (including Books 6 and 7 of the Dutch Civil Code), the General Data Protection Regulation (GDPR/Regulation (EU) 2016/679), the EU AI Act (Regulation (EU) 2024/1689), the EU Digital Services Act (Regulation (EU) 2022/2065), the EU Digital Markets Act, the NIS2 Directive (as implemented in the Dutch Cybersecurity Act), and applicable consumer and B2B legislation in force in 2026. By engaging our services, you confirm that you have read, understood and accepted these Terms.
1. Definitions
2. Applicability and Hierarchy of Documents
3. Effort-Based Billing: No Guarantee of Results
4. Quotations and Formation of the Agreement
5. Client Obligations and Cooperation
6. Fees, Invoicing and Payment
7. Intellectual Property and Use of AI
8. Confidentiality
9. Data Protection and Information Security
10. Limitation of Liability
11. References and Logo Usage
12. Term, Suspension and Termination
13. Force Majeure
14. Non-Solicitation of Personnel
15. Dispute Resolution and Governing Law
16. Miscellaneous
17. Contact
Sales Surge
Effort-Based Engagement
Result-Based Engagement
AI System
Confidential Information
s breach of the Agreement or applicable laws, (ii) unlawful or improperly obtained data shared with Sales Surge, (iii) the Client
1.1 'Agreement': The contract between Sales Surge and the Client, including these Terms, any signed proposals, statements of work (SoW), order forms, schedules, addenda and any amendments mutually agreed in writing (including electronic signature within the meaning of Regulation (EU) No 910/2014, eIDAS). 1.2 'Services': All consulting, implementation, configuration, integration, training, AI-enablement, automation and advisory services provided by Sales Surge, including but not limited to CRM (Pipedrive, HubSpot, Zoho), marketing and sales automation, RevOps, AI agents, data dashboards and audits. 1.3 'Deliverables': All tangible and intangible work products, reports, configurations, workflows, prompts, scripts, documentation, training materials and recommendations provided as part of the Services. 1.4 'Effort-Based Engagement' (inspanningsverbintenis): Services for which Sales Surge undertakes to perform with due care and professional skill, without warranting any specific result. 1.5 'Result-Based Engagement' (resultaatsverbintenis): Services for which a specific, measurable result is expressly agreed in writing. 1.6 'Project': A specific scope of work as defined in a signed proposal or SoW. 1.7 'Sub-Processor': A third-party processor engaged by Sales Surge to process personal data on behalf of the Client. 1.8 'AI System': A machine-based system as defined in Article 3(1) of the EU AI Act.
2.1 These Terms apply to every offer, quotation, agreement and Service provided by Sales Surge, regardless of any prior or different terms proposed by the Client. The applicability of any general terms and conditions of the Client is expressly rejected pursuant to Article 6:225(3) of the Dutch Civil Code. 2.2 Deviations from these Terms are only valid when expressly agreed in writing and signed by an authorised representative of Sales Surge. 2.3 In case of conflict, the following order of precedence applies (highest first): (a) the signed proposal/SoW, (b) any addendum or Data Processing Agreement (DPA), (c) these Terms, (d) any annex. 2.4 If any provision is held invalid, void or unenforceable, it shall be replaced by a valid provision that approximates the original economic intent as closely as possible. The remaining provisions remain in full force. 2.5 These Terms are filed at the Dutch Chamber of Commerce and may also be sent free of charge upon request.
3.1 Unless expressly stated otherwise in a signed proposal or addendum, all Services are provided on an effort-based (inspanningsverbintenis) basis within the meaning of Article 7:401 of the Dutch Civil Code. Sales Surge commits to performing Services with the care of a professional service provider, but does NOT guarantee any specific results, outcomes, revenue increases, cost savings, conversion rates, lead volumes or other business improvements. 3.2 Any projection, estimate, forecast, ROI calculation, benchmark, demo, scan output or potential outcome shared during sales conversations, Quick Scan assessments, AI Sprint sessions, proposals or service delivery is illustrative only and does not constitute a guarantee, warranty or binding commitment. 3.3 The success of implementations depends on numerous factors outside Sales Surge's control, including but not limited to: - Client's internal adoption, change management and end-user behaviour - Quality, completeness, accuracy and lawfulness of data provided by Client - Client's timely decision-making, approvals, feedback and resource allocation - Behaviour, pricing, availability, breaking changes, deprecations and updates of third-party software, APIs, AI models or platforms - Market conditions, regulatory changes and external economic factors - Client's existing processes, technology stack, data quality and organisational culture 3.4 A Result-Based Engagement (resultaatsverbintenis) only applies when (i) explicitly stated in a signed proposal or separate addendum, (ii) specific, objectively measurable success criteria are defined in writing, and (iii) both parties have signed and dated the relevant document. 3.5 The Client expressly acknowledges that engaging Services does not guarantee any particular outcome and waives any claim based on unmet expectations regarding results.
4.1 All quotations, offers and proposals from Sales Surge are non-binding and valid for 30 days unless otherwise stated. 4.2 The Agreement is formed when the Client accepts a proposal in writing (including by email or electronic signature) or when Sales Surge starts performing Services with the Client's knowledge. 4.3 Obvious errors or mistakes in proposals, quotations, the website or other communications do not bind Sales Surge. 4.4 The Client cannot derive any rights from: - Verbal statements, presentations or demonstrations - Content on the Sales Surge website, social media, blogs, podcasts or marketing materials - Case studies, testimonials or success stories of other clients - General advice or recommendations provided in sales conversations - Quick Scan assessments, ROI calculator outputs or AI-generated reports - Industry benchmarks or general statistics shared during the engagement 4.5 Only the signed Agreement (proposal/SoW + addenda + these Terms) constitutes the binding arrangement between the parties.
5.1 The Client agrees to: - Provide timely, accurate, complete and lawful information, data and access to systems required for service delivery - Assign qualified personnel with adequate authority to make decisions and provide approvals - Review and provide feedback on Deliverables within agreed timeframes (default: 5 business days; otherwise the Deliverable is deemed approved) - Ensure internal stakeholder alignment, availability and a single point of contact - Communicate changes in requirements, priorities or scope promptly and in writing - Maintain valid licences for any third-party software (CRM, automation tools, AI providers) required to deliver the Services - Comply with all applicable laws when using Deliverables, including GDPR, the EU AI Act, marketing and telecommunications laws, anti-spam rules and the Telecommunications Act 5.2 Delays caused by the Client's failure to meet obligations may result in: - Extension of project timelines - Additional charges for rescheduling, context restoration and idle time - Reduced priority relative to other client projects - Suspension of the Services without liability on the part of Sales Surge 5.3 The Client is solely responsible for: - Back-up of existing data and systems before any implementation - Internal change management and user adoption - Obtaining necessary internal approvals, works council consents and licences - Compliance with data protection regulations for any data shared with Sales Surge, including a valid lawful basis under Article 6 GDPR (and Article 9 GDPR for special categories of data) - Ensuring that no special-category data, secrets, source code or unlawfully obtained data is shared with Sales Surge unless expressly agreed in writing
6.1 Fees are specified in the signed proposal or SoW. Unless otherwise agreed: - Project-based work: 50% due upon signing, 50% due upon completion or delivery of milestones - Monthly retainers: billed in advance at the start of each month - Time & materials: billed monthly in arrears - AI Sprints, Quick Scans and fixed-price packages: 100% in advance unless agreed otherwise 6.2 All prices are exclusive of VAT (BTW), travel costs, third-party software licences, AI usage costs and other disbursements unless explicitly stated. 6.3 Payment is due within 14 days of the invoice date in EUR by bank transfer to the account stated on the invoice, without any right of set-off, discount or suspension. 6.4 In case of late payment, the Client is in default by operation of law (Article 6:83 sub a Dutch Civil Code) and the following applies cumulatively: - Statutory commercial interest pursuant to Article 6:119a Dutch Civil Code - Extrajudicial collection costs in accordance with the Decree on Extrajudicial Collection Costs (Besluit vergoeding voor buitengerechtelijke incassokosten), with a minimum of €150 - Suspension of all Services until full payment is received - All future work is switched to payment in advance - Sales Surge may transfer the claim to a collection agency at the Client's expense 6.5 Disputes regarding invoices must be raised in writing within 7 days of receipt; undisputed portions remain due. After 7 days the invoice is deemed accepted. 6.6 Sales Surge may adjust rates annually per 1 January in line with at least the CBS service-sector price index. Existing clients on a retainer will be notified at least 30 days in advance.
7.1 Sales Surge retains all intellectual property rights (including copyright, database rights, trade secrets and know-how) in: - Proprietary methodologies, frameworks, playbooks, prompts and templates - Training materials and documentation templates - Generic configurations, automation libraries and best-practice patterns - Internal tools, scripts and utilities used in service delivery - Pre-existing materials incorporated into Deliverables 7.2 Upon full payment of all amounts due, the Client receives a perpetual, worldwide, non-exclusive, non-transferable, royalty-free licence to use the Deliverables for its internal business purposes. The Client owns the configurations and data within its own systems. 7.3 The Client grants Sales Surge a limited licence to access, modify and configure Client systems and data as necessary for service delivery. 7.4 Sales Surge may use anonymised and aggregated learnings, statistics and insights from engagements to improve its services, methodologies and benchmarks. 7.5 Use of AI: Sales Surge may use generative and other AI systems (within the meaning of the EU AI Act) to deliver Services. The Client acknowledges that AI output may contain inaccuracies, hallucinations or biases and must be reviewed by the Client before being relied upon. Sales Surge will not knowingly deploy AI systems that fall under the prohibited practices of Article 5 of the EU AI Act, and will respect transparency obligations applicable to limited-risk AI systems. Where the Client itself becomes a deployer of an AI system delivered or configured by Sales Surge, the Client is responsible for compliance with the EU AI Act, including risk classification, transparency, human oversight and (where applicable) fundamental rights impact assessments. 7.6 Neither party may use the other's trademarks, names or logos without prior written consent, except as set out in Section 11.
8.1 Both parties shall maintain strict confidentiality of all non-public information disclosed in the context of the Agreement, including business, technical, financial, commercial, customer, prospect, strategic and personnel information ('Confidential Information'). 8.2 Confidential Information may only be disclosed: - To employees, contractors or sub-processors with a need to know and bound by equivalent confidentiality obligations - When required by law, court order or competent authority (with prior notice to the other party where legally permitted) - With prior written consent of the disclosing party 8.3 Confidentiality obligations apply during the Agreement and survive for 5 years after termination. Trade secrets within the meaning of the Dutch Trade Secrets Protection Act (Wet bescherming bedrijfsgeheimen) remain protected for as long as they qualify as such. 8.4 Exceptions: information that is or becomes publicly available through no fault of the receiving party, was already lawfully known prior to disclosure, was independently developed without use of the Confidential Information, or was rightfully received from a third party without confidentiality obligations. 8.5 Each party shall apply the same level of care to the other party's Confidential Information as it applies to its own, but in any event no less than reasonable care.
9.1 Both parties shall comply with the GDPR (Regulation (EU) 2016/679), the Dutch GDPR Implementation Act (UAVG), the Dutch Telecommunications Act (cookies/electronic marketing) and, where applicable, the NIS2 Directive as implemented in the Dutch Cybersecurity Act. 9.2 Where Sales Surge processes personal data on behalf of the Client, Sales Surge acts as a processor and the Client as controller. The parties shall conclude a Data Processing Agreement (DPA) compliant with Article 28 GDPR, which forms an integral part of the Agreement. 9.3 Sub-processors: the Client provides a general authorisation for Sales Surge to engage sub-processors (such as cloud providers, CRM platforms, AI providers and email services). A current list is available on request. Sales Surge will notify the Client of intended changes; the Client may object on reasonable, documented grounds within 14 days. 9.4 International transfers: where personal data is transferred outside the EEA, Sales Surge relies on adequacy decisions (including the EU-US Data Privacy Framework where applicable), the EU Standard Contractual Clauses (2021/914) and additional safeguards as required by the EDPB and the Schrems II ruling. 9.5 Sales Surge implements appropriate technical and organisational measures (Article 32 GDPR), including encryption in transit and at rest, access controls, logging, MFA, secure development practices and an incident response procedure. 9.6 In the event of a personal data breach, Sales Surge shall notify the Client without undue delay and in any event within 48 hours of becoming aware, to enable the Client to comply with its 72-hour notification obligation under Article 33 GDPR. 9.7 The Client remains responsible for the lawful basis, purpose, transparency, data minimisation and exercise of data subject rights regarding personal data within its systems.
11.1 By engaging Sales Surge, the Client agrees that Sales Surge may: - Display the Client's company logo on the Sales Surge website - Include the Client in client lists or portfolio sections - Reference the Client as a customer in sales and marketing materials - Use general, non-confidential project descriptions 11.2 This permission is granted automatically upon commencement of collaboration and does not require separate consent. 11.3 Opt-out: if the Client does not wish their logo or name to be used, this must be communicated in writing BEFORE project start. 11.4 Requests for removal after project start will be considered case by case and may take up to 30 days to implement. 11.5 Detailed case studies, testimonials, video interviews or quotes attributed to named individuals require separate written approval from the Client.
12.1 Project-based engagements continue until completion of the agreed scope or earlier termination in accordance with this Section. 12.2 Retainer or other ongoing services have an initial term as stated in the proposal (default: 12 months) and renew automatically for successive 12-month periods unless terminated in writing with at least 2 months' notice prior to the renewal date. 12.3 Either party may terminate the Agreement with immediate effect, without judicial intervention and without owing damages, if: - The other party materially breaches the Agreement and fails to cure within 14 days after written notice - The other party is granted a moratorium on payments, files for bankruptcy, is declared bankrupt, applies for the WHOA proceedings or otherwise loses control over its assets - Continued performance becomes impossible or unlawful 12.4 Sales Surge may suspend the Services without being in default if the Client is in default of any payment or other material obligation. 12.5 Upon termination: - Client remains liable for all fees for work performed and committed costs up to the termination date - Sales Surge will provide reasonable transition assistance at standard rates - Each party shall return or, at the other party's option, securely destroy Confidential Information within 30 days, save for statutory retention obligations - Licences granted under Section 7 survive only if all fees have been paid 12.6 No refunds are provided for prepaid fees unless Sales Surge is in proven material breach. 12.7 Sections 7, 8, 9, 10, 13, 14 and 15 survive termination.
13.1 Neither party is liable for failures or delays caused by force majeure within the meaning of Article 6:75 Dutch Civil Code, including but not limited to: natural disasters, pandemics and epidemics, war, terrorism, civil unrest, government measures (including export controls and sanctions), strikes, energy shortages, internet, telecommunications or cloud outages, cyber-attacks, AI provider outages, and breaking changes, deprecations or unavailability of third-party software, APIs or AI models. 13.2 The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact. 13.3 If force majeure continues for more than 60 days, either party may terminate the Agreement in writing without liability, save for amounts due for work already performed.
14.1 During the term of the Agreement and for 12 months thereafter, the Client shall not, directly or indirectly, hire, engage as a contractor or solicit any employee, contractor or sub-processor of Sales Surge who has been involved in the Services, without prior written consent of Sales Surge. 14.2 Breach of this Section results in an immediately payable, non-mitigable fixed penalty of €25,000 per violation, plus €1,000 per day the violation continues, without prejudice to Sales Surge's right to claim full damages.
15.1 Governing law: this Agreement and all matters arising out of or in connection with it (whether contractual or non-contractual) are governed exclusively by the laws of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. 15.2 Dispute resolution: - Step 1: good-faith negotiation between authorised representatives (minimum 14 days) - Step 2: mediation under the rules of the Netherlands Mediation Institute (MfN) or another mutually agreed mediator - Step 3: if mediation fails or is refused, disputes shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands 15.3 Notwithstanding the above, Sales Surge may seek injunctive or summary relief (kort geding) in any competent court to protect intellectual property rights, confidential information or to enforce payment. 15.4 Each party bears its own costs unless the court orders otherwise. 15.5 The parties shall continue to perform their obligations during dispute resolution to the extent reasonably possible.
16.1 Entire agreement: these Terms, together with signed proposals/SoWs and addenda, constitute the entire agreement between the parties and supersede all prior agreements, representations and understandings. 16.2 Amendments: no modification is valid unless in writing and signed by both parties (electronic signature accepted). 16.3 Sales Surge may amend these Terms unilaterally for valid reasons (e.g. changes in law, services or operations). Material changes will be notified at least 30 days in advance. If the Client does not accept the changes, the Client may terminate any continuing engagement in writing before the changes take effect. 16.4 Assignment: the Client may not assign or transfer the Agreement without prior written consent. Sales Surge may assign the Agreement to an affiliate or in connection with a merger, acquisition or restructuring. 16.5 Waiver: the failure to enforce any provision does not constitute a waiver of the right to enforce it later. 16.6 Notices: all formal notices must be in writing and sent by email with confirmation of receipt or by registered post to the addresses stated in the proposal or to the registered office of the receiving party. 16.7 Severability: if any provision is found invalid, it shall be modified to the minimum extent necessary, and the remaining provisions continue in effect. 16.8 Language: these Terms are available in English and Dutch. In case of conflict between language versions, the Dutch version prevails for the purposes of interpretation under Dutch law. 16.9 Whistleblowing: Sales Surge complies with the Dutch House for Whistleblowers Act (Wet bescherming klokkenluiders) and supports lawful reporting of suspected wrongdoing.
For questions about these Terms or our Services: Sales-Surge B.V. Professor W.H. Keesomlaan 12 1183 DJ Amstelveen The Netherlands Email: info@sales-surge.nl Chamber of Commerce (KvK): 99261758 Establishment number: 000064354466 VAT number: available on request
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