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.
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 any provision of these terms is void or voided, the remaining provisions remain in full force.
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.
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.
The Client shall provide, in a timely manner, everything reasonably necessary for the performance of the Services, including:
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.
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.
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 with a notice period of one calendar month. 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.
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.
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, the parties will comply with applicable data protection law; our own processing of personal data is described in our Privacy Policy.
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.
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.
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.
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.
Trustive Commerce, trading as Winning Flows — KVK 98032631
