General Terms and Conditions 2025

N2D B.V.

Bospoort 57, 6711BV Ede, The Netherlands

info@n2d.nl

KVK: 97172944 | VAT: NL867940013B01 | Bank: NL68 INGB 0111 5680 99

1. Definitions

For the purpose of these Terms and Conditions:

"Agency" refers to N2D B.V.
"Client" refers to any party (brand, agency, or company) entering into an agreement with N2D B.V.
"Influencer" means the talent contracted or sourced via N2D to perform promotional content.
"Content" refers to deliverables such as Stories, Reels, Posts, YouTube videos, or TikToks.
"Story" means 1 frame of up to 60 seconds published on Instagram, TikTok, or similar platform.
"Video Post" means a feed video up to 90 seconds on Instagram or TikTok, including a tag, caption, and #ad or #spon.
"Live Date" means the scheduled go-live moment for a post.
"Agreement" refers to the contract entered into upon written confirmation of a quotation.

These Terms apply to all offers, assignments and influencer marketing services provided by N2D.
Client’s general terms are explicitly rejected.
Unless otherwise stated, all quotations are valid for 14 calendar days.
Upon written approval of a quotation (including email), a binding Agreement is formed.

Cancellation after approval of the quotation results in a cancellation fee of 50% of the agreed fee.
If cancelled within 7 calendar days prior to the Live Date, or after content is produced, 100% of the agreed fee is due.
Requested changes after approval may result in additional costs and revised timelines.
Feedback is limited to one round unless explicitly stated otherwise.

All fees are in euros, exclusive of VAT, payment costs, or third-party expenses (e.g., travel, hotel, production).
Fees include an agency fee of 20%, unless otherwise agreed.
Payment must be made within 14 calendar days of the invoice date.
For campaigns shorter than 6 months, 100% is invoiced after first placement. For campaigns exceeding 6 months: 50% upon first content, 50% after final content.
Late payments incur a minimum administrative fee of €150, plus statutory interest.

All content remains the intellectual property of the influencer and/or N2D unless otherwise agreed.
Client receives a non-exclusive, non-transferable license to use the content organically on their social media for up to 3 months after publication.
Any paid usage, such as whitelisting, boosting, paid ads, UGC campaigns, retargeting or external platforms, must be explicitly agreed upon in writing and will be subject to additional fees.
Unauthorized use beyond the agreed purpose or period results in a penalty of at least three times the original fee.
Moral rights of the influencer are always respected, even in case of buyouts.

Influencers retain final editorial and creative control, provided the agreed briefing is followed.
N2D is not liable for influencers deleting or archiving content unless guaranteed in writing.
If a platform removes or limits content visibility (e.g., Instagram, TikTok), N2D bears no liability.
N2D ensures the influencer delivers content matching the agreed style, audience, and format.

N2D is only liable for direct damages caused by proven negligence, and only up to the total amount invoiced for the relevant project (max. €7,500).
N2D is not liable for indirect, consequential, or reputational damages.
Client indemnifies N2D and its influencers against claims by third parties related to materials or instructions provided by the client.

Both parties agree to maintain confidentiality of all sensitive commercial, strategic, or pricing information exchanged.
Where personal data is processed, both parties shall comply with applicable data protection laws (GDPR).
A data processing agreement will be entered into if N2D acts as processor on behalf of the Client.

N2D shall not be liable for failure or delay in performance due to events beyond its control (e.g., platform outages, illness, pandemics, strikes, acts of God).
In such cases, delivery timelines may be extended, or the Agreement partially dissolved without liability.

Campaign agreements automatically end after content delivery unless a longer duration is specified.
Either party may terminate the agreement with immediate effect if the other party is in material breach or is declared insolvent.
Long-term agreements may be terminated in writing with three (3) months' notice.

This Agreement is governed by Dutch law.
The competent court of Gelderland, location Arnhem, shall have exclusive jurisdiction over any disputes arising from the Agreement.

Amendments to these terms must be made in writing.
If any provision is held to be invalid, the remaining provisions shall remain in force, and a valid clause will replace the invalid one as close in meaning as possible.
These Terms are drafted in English; a Dutch version is available upon request. In case of discrepancy, the Dutch version shall prevail.