Terms & Conditions

These general terms and conditions apply to all offers, quotations and agreements between Trustive Commerce, trading as Winning Flows ("we", "us"), and any client ("you", "Client"), unless expressly agreed otherwise in writing.

1. Definitions

• Services: all services provided by Winning Flows, including but not limited to email marketing strategy, email flows and automations, email campaigns, deliverability work, audits and related consulting.
• Agreement: any agreement between Winning Flows and the Client regarding the provision of Services, including proposals accepted by email or other written confirmation.
• Deliverables: all work products created by Winning Flows for the Client, such as email designs, copy, flow structures, reports and strategies.
• Fixed Fee: any fixed recurring fee agreed for the Services, for example a monthly fee for email flows.
• Performance Fee: any fee calculated as a percentage of revenue, as agreed in the Agreement.
• Attributed Revenue: the revenue that the Client's email marketing platform (such as Klaviyo) attributes to email flows and/or email campaigns, according to the attribution settings in the Client's account.

2. Applicability

These terms apply to every offer and Agreement. Deviations are only valid if agreed in writing. Any general terms used by the Client are expressly rejected. If a signed Agreement and these terms conflict, the signed Agreement prevails; for everything the Agreement does not cover, these terms apply. If any provision of these terms is void or voided, the remaining provisions remain in full force.

3. Offers and proposals

All offers and proposals are without obligation and valid for 30 days, unless stated otherwise. An Agreement is formed when the Client accepts a proposal in writing (including by email or message), or when Winning Flows starts performing the Services at the Client's request.

4. Performance of Services

Winning Flows will perform the Services to the best of its ability and in accordance with good professional standards. All Services are performed on a best-efforts basis (inspanningsverplichting). Unless expressly agreed in writing as a guarantee, any figures, percentages, projections or case study results communicated by Winning Flows are indicative only and do not constitute a guaranteed result. Email marketing results depend on factors outside our control, including the Client's product, pricing, traffic, list quality and market conditions.

Winning Flows may engage third parties or its own team members in the performance of the Services. Agreed timelines are indicative and not strict deadlines, unless expressly agreed otherwise in writing.

5. Client obligations

The Client shall provide, in a timely manner, everything reasonably necessary for the performance of the Services, including:

• Access to relevant accounts and tools (e.g. Klaviyo or other email platforms, ecommerce platform, analytics)
• Brand assets, product information and other requested materials
• Timely feedback and approvals on Deliverables

Delays caused by late input, access or approvals from the Client are not attributable to Winning Flows and may extend timelines. The Client remains responsible for the accuracy of information provided and for final approval of all content before it is sent to their audience.

6. Legal compliance of email sending

The Client warrants that its email lists have been collected lawfully, with valid consent where required, and that the sending of emails to its audience complies with applicable laws (including the GDPR and applicable e-privacy and anti-spam legislation). Winning Flows advises on best practices but is not responsible for the lawfulness of the Client's data collection or list quality.

7. Fees and payment

• All fees are exclusive of VAT, unless stated otherwise.
• Fixed Fees for recurring services are invoiced monthly in advance. Performance Fees are invoiced monthly in arrears, after the end of each month, unless agreed otherwise.
• Invoices are payable within 14 days of the invoice date, unless a different payment term is agreed in the Agreement.
• If an invoice is not paid on time, the Client is in default without further notice. Statutory commercial interest (article 6:119a of the Dutch Civil Code) is due from the due date, and all extrajudicial collection costs are charged to the Client, at least in accordance with the Dutch Decree on Compensation for Extrajudicial Collection Costs.
• As long as an invoice remains unpaid, Winning Flows may suspend the Services. Fees remain due during any suspension.
• Objections to an invoice must be submitted in writing, with reasons, within 14 days of the invoice date, unless a shorter term is agreed. After that, the invoice is deemed accepted. An objection does not suspend payment of the undisputed part, and complaints about the Services do not suspend payment obligations.
• The Client may not set off amounts owed to Winning Flows against any claim on Winning Flows.

8. Performance Fees and measurement

• Performance Fees are calculated on Attributed Revenue, as reported by the Client's email marketing platform. These figures are binding for both parties.
• Unless the Agreement explicitly excludes certain flows or campaigns, all Attributed Revenue within the agreed scope counts towards the Performance Fee, including revenue from welcome flows and from sign-up forms or pop-ups.
• The Client gives Winning Flows access to the relevant accounts for the duration of the Agreement and will not change the attribution settings, or delete or rename flows and campaigns in a way that affects the measurement, without prior consultation.
• If the Client withdraws access or makes it impossible to measure Attributed Revenue, Winning Flows may calculate the Performance Fee based on the average monthly Performance Fee of the three months before.

9. Duration and termination

Agreements for recurring services are entered into for the agreed initial term and are thereafter continued monthly, unless agreed otherwise. Either party may terminate a continued monthly Agreement in writing, including by email or WhatsApp, with a notice period of one calendar month, unless a different notice period is agreed in the Agreement. All fees, including Performance Fees on Attributed Revenue generated during the notice period, remain due until the end of the notice period. Project-based work ends upon delivery of the agreed Deliverables.

Either party may terminate the Agreement with immediate effect if the other party materially breaches the Agreement and fails to remedy the breach within 14 days of written notice, or in the event of bankruptcy or suspension of payments. Amounts owed for work already performed remain due upon termination.

10. Intellectual property

All intellectual property rights in the Deliverables remain with Winning Flows until the related invoices have been paid in full. Upon full payment, the Client receives a licence to use the Deliverables for its own business purposes. Winning Flows retains the right to use general knowledge, methods, frameworks and non-client-specific materials developed during the engagement, and may refer to the Client and the results achieved in its portfolio and marketing, unless the Client objects in writing.

11. Confidentiality and data

Both parties will keep confidential all information of the other party that is designated as confidential or that should reasonably be understood to be confidential. Where Winning Flows processes personal data on behalf of the Client, such as the Client's subscribers and customers in its email marketing platform, the Client is the controller and Winning Flows is the processor within the meaning of the GDPR. Winning Flows processes this data only for the performance of the Agreement and on the Client's instructions, keeps it confidential, takes appropriate security measures, and deletes or returns it at the end of the Agreement at the Client's request. Our own processing of personal data is described in our Privacy Policy.

12. Liability

Winning Flows is only liable for direct damage caused by an attributable failure in the performance of the Agreement. Liability for indirect damage, including lost profit, lost revenue, lost data, missed savings and business interruption, is excluded.

In all cases, the total liability of Winning Flows is limited to the amount of fees paid by the Client for the Services in the three (3) months preceding the event causing the damage. These limitations do not apply in the event of intent or deliberate recklessness on the part of Winning Flows.

Any claim against Winning Flows lapses twelve (12) months after the Client became aware, or reasonably could have been aware, of the damage.

13. Force majeure

Winning Flows is not obliged to perform any obligation if prevented by force majeure, including failures of third-party platforms and tools (such as email service providers, hosting or advertising platforms), internet or power outages, illness, and other circumstances beyond its reasonable control. If a force majeure situation lasts longer than 60 days, either party may terminate the Agreement in writing for the part not yet performed.

14. Changes to these terms

Winning Flows may amend these terms. Amended terms apply to existing Agreements 30 days after the Client has been notified. The most recent version is always available on this page.

15. Governing law and disputes

All Agreements and these terms are governed exclusively by Dutch law. Disputes will first be addressed in good faith consultation; if no resolution is reached, disputes will be submitted to the competent Dutch court.

In case of any difference between the Dutch and English versions of these terms, the Dutch version prevails.

Trustive Commerce, trading as Winning Flows, KVK 98032631