Tomorrow Tactic is a marketing agency specializing in the development of advertising strategies and their implementation, brand development, the setup of paid advertising on social media, and the creation of both organic and promotional content. Tomorrow Tactic is registered in the trade register of the Chamber of Commerce under file number 91302773, hereinafter referred to as "Contractor".

These are the terms and conditions of Tomorrow Tactic.  Please read them carefully.  If you still have questions or comments about these conditions, you can contact us in the following way:

Email: tomorrowtactic@gmail.com

1.     TERM 

1.1. This agreement shall take effect upon receipt of full payment from the client and will remain in force until the agreed-upon date (at which point this agreement shall automatically terminate), unless earlier terminated in accordance with the terms of this agreement.

2.     ENGAGEMENT 

2.1.  Contractor is engaged by Client to provide the Services on the terms set out in this agreement. 

2.2. Parties expressly record their intention that Contractor’s engagement qualify as a service provision arrangement (overeenkomst van opdracht) under article 7:400 et seq. of the Dutch Civil Code. 

2.3. Parties explicitly acknowledge that they do not have the intention to create a relationship of employee and employer (as defined in e.g. article 7:610 of the Dutch Civil Code (Burgerlijk Wetboek), a deemed employment relationship (fictieve dienstbetrekking) as a person working from home (thuiswerker) or person treated as an employee (gelijkgestelden) as defined in articles 2b and 2c of the Implementation Decree Wage Tax Act (Uitvoeringsbesluit loonbelasting 1965) and articles 1 and 5 of the Decree dated 24 December 1986, Stb. 1986, 655). 

3.     SERVICES 

3.1.  The Services may be further detailed in a “scope of work” agreed between the Parties. 

3.2. The Сlient's tasks and scope of work list cannot be changed after the execution of this Agreement without the prior written consent of both parties.

3.3. Contractor may provide the Client with any other person to perform the Services, in terms of education, skills, experience, knowledge and expertise in respect of the Services to be provided. Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code do not apply to the assignment. Article 6:76 of the Dutch Civil Code is also expressly excluded.

3.4.  Contractor is engaged by Client on a non-exclusive basis and is free to provide services for and on behalf of other clients. 

4.     FEE 

4.1.  For services rendered under this agreement, the Client shall pay the Contractor the agreed fee.

4.2. The Fee does not include any costs for fee-based advertising on social networks and other platforms. The Fee includes all general costs and expenses of Contractor, including but not limited to travel, out-of-pocket expenses, car expenses and any insurances. Client shall not be liable to reimburse Contractor for any additional expenses, except as agreed between Contractor and Client on a case by case basis. 

5.     PAYMENTS 

5.1.  Contractor will submit an itemized invoice to Client. The Fee will be paid within 10 days after Client having received such itemized invoice. 

5.2.  All services are provided on a prepayment basis. It shall not be possible for the Contractor to begin fulfilling his obligations under this Agreement until payment has been received. Once work under this Agreement has begun it will not be possible to cancel the work order or refund a payment.

6.     CONTRACTOR’S OBLIGATIONS 

6.1. Subject to clause 6.2, Contractor will provide the Services with due skill and care, in accordance with its own professional judgement and discretion and not under the supervision and/or at the direction of Client. Despite applying the most effective and appropriate strategies and tactics, the Contractor cannot guarantee a specific result. In case the scope of work can not be carried out in time, the Contractor is obliged to notify the Client and do his best effort to finish the work without considerable delays.

6.2. Contractor will comply with all reasonable and timely directions of the Client with regard to the performance of the Services in accordance with article 7:402 of the Dutch Civil Code (Burgerlijk Wetboek), as well as all reasonable requirements of Client relating to occupational health and safety at Client’s and its affiliated companies’ premises and security of Client’s and its affiliated companies’ property and information.

6.3. Contractor will remain responsible for any Services provided by any person on its behalf (including any replacement under clause 3.3). Contractor shall procure that any replacement as contemplated in clause 3.3 complies with all obligations applicable to Contractor under this agreement. 

6.4. Contractor is responsible for providing any equipment and materials which may be necessary for the performance of Services, unless Client requires Contractor to use Client’s own equipment and materials (eg for security or network connectivity purposes), in which case Client shall be entitled to reasonable reimbursement for the use of such equipment and materials.

7.     INTELLECTUAL PROPERTY RIGHTS 

7.1. Contractor will assign, and insofar as possible hereby assigns in advance, to Client all rights, title and interest in and to any work product created, written, developed or prepared by Contractor, or to which Contractor contributes, pursuant to this Agreement (the “Work Product”), including all copyrights, trademarks and other intellectual property rights contained therein, which assignment Client hereby accepts. The intellectual property rights or similar rights in and to the Work Product are transferred to Client free from any encumbrances or any third party rights. Contractor agrees to execute, at Client's request and expense, all documents and other instruments necessary or desirable to confirm such assignment. In the event that Contractor does not, for any reason, execute such documents within a reasonable time of Client's request, Contractor hereby irrevocably appoints Client as Contractor’s attorney-in-fact for the purpose of executing such documents on Contractor’s behalf. 

7.2. Contractor further agrees that, where this assignment (or part thereof) should at any time prove to be legally invalid, Contractor shall, at such time, assign to Client by a separate deed all rights, title and interest to the Work Product, including all intellectual property rights contained therein, without imposing any condition thereto. In so far as the intellectual property rights in and to the Work Product have not been assigned yet and/or cannot be assigned, the Contractor hereby grants Client the free, global, perpetual, transferable, sole and exclusive license to use such rights, which exclusive license Client hereby accepts. Contractor hereby waives in favour of Client any moral rights that Contractor may have relating to the Work Product, to the extent possible by law. 

7.3. The Contractor acknowledges that the Fee mentioned under clause 4 of this Agreement includes reasonable compensation for the fact that the intellectual property rights in and to the Work Product will vest in Client by operation of law or for the transfer to Client of such rights pursuant to this clause 7. 

8.     CONFIDENTIALITY 

8.1. Contractor recognizes that, in the course of providing the Services, it may receive or be exposed to confidential information of the Client and/or its affiliated companies which if disclosed, could cause damage to the Client or such affiliated company. 

8.2. Contractor shall therefore throughout the duration of this agreement and after termination thereof for whatever reason, keep confidential and refrain from disclosing in any manner to any person (including employees of Client or affiliates of Client unless such employees must be informed in connection with their work activities for Client) any information of a confidential nature concerning Client, its affiliates, their respective business and operations (including any existing or prospective customers, clients or suppliers and their affiliates), which has become known to Contractor as a result of the services provided to Client and which Contractor knows or should reasonably expect to be confidential (“Confidential Information”). 

8.3. Contractor undertakes not to use the name of Client nor the name of any of its affiliated companies in whatever way for commercial purposes, unless expressly agreed in writing by Client or the relevant company. 

8.4. Contractor shall procure that any person performing the Services on its behalf shall be made aware of and adhere to the provisions of this clause 8. 

9.     DOCUMENTS AND INFORMATION

9.1.  To carry out services in a proper and efficient manner the Contractor shall receive all the required data in time and in a manner specified by him.

9.2.  The Client shall:

·      deliver content in the file form/manner specified by the Contractor;

·      give the Contractor access to the relevant (social media, advertising) accounts;

·      ensure that the content the Client provides does not infringe the (intellectual property) rights of third parties;

·      ensure that the content the Client provides is correct;

·      handle the information and/or materials the Client have received from the Contractor with due care.

9.3. Contractor shall only use and keep in its possession any documents and/or information (whether in electronic format or otherwise) made available to Contractor by Client or its affiliated companies for the purposes of, and to the extent necessary for, providing the Services. 

9.4. Upon termination of this agreement for any reason, Contractor will promptly return or destroy, without the need for any request to be made by Contractor in this regard, all such documents and information. 

10.  INDEPENDENT CONTRACTOR 

10.1. This agreement is intended to comply with the requirements for an independent contractor (and not employment) relationship under the Dutch Deregulation of Assessment of Independent Contractor Status Act (Wet Deregulering beoordeling Arbeidsrelaties) effective per 1 May 2016 and has been submitted to the Dutch tax authority for review for this purpose. 

11.  FORCE MAJEURE

11.1.  In this Clause 11, "Force Majeure" means an event beyond the control of the Parties, which prevents a Party from complying with any of its obligations under this Contract, including but not limited to:

·      act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);

·      war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilization, requisition, or embargo;

·      rebellion, revolution, insurrection, or military or usurped power, or civil war;

·      contamination by radio-activity from any nuclear fuel, or from any other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly;

·      riot, commotion, strikes, go slows, lock outs or disorder; or

·      acts or threats of terrorism.

11.2. Neither the Contractor nor the Client shall be considered in breach of this Contract to the extent that performance of their respective obligations (excluding payment obligations) is prevented by an Event of Force Majeure that arises after the Effective Date.

11.3. The Party (the “Affected Party”) prevented from carrying out its obligations hereunder shall give notice to the other Party of an Event of Force Majeure upon it being foreseen by, or becoming known to, the Affected Party.

12.   TERMINATION 

12.1. Without prejudice to clause 12.2, this agreement may be terminated at any time by either Party giving the other Party at least one (1) month’s written notice. 

12.2. This agreement may be terminated at any time with immediate effect by either Party giving the other Party written notice where that other Party: 

• is in default, or negligent in the performance of its duties and obligations pursuant to this agreement, or in misconduct in connection with or affecting the business or financial situation of the other Party and/or, in the case of Client, its affiliated companies; 

• has been declared bankrupt or granted a suspension of payments (surseance van betaling); 

• has been confronted with a petition for bankruptcy, suspension of payments or statutory debt adjustment; 

• has been confronted with an enforceable attachment affecting a substantial part of its/her assets; 

• has been dissolved and/or liquidated or is in dissolution and/or liquidation; or 

• in the case of Contractor and its representatives being prevented from providing services to Client for any other reason, which lasts for a period of at least one (1) month. 

12.3. Neither Party shall be held liable for any damages arising solely from the termination of this agreement in accordance with this clause 12. 

13.  LIMITATION OF LIABILITY

13.1. The Contractor shall be responsible for the service rendered under the Agreement in accordance with the common rules of Dutch law.

13.2. The Contractor shall assume no responsibility for indirect loss or consequential damage, including but not limited to reputation damage, loss of goodwill, image, earnings, profit, savings or data.  Damage caused by (engaged) third parties is also not for the account of Contractor . Full liability of the Contractor is at all times limited to the last invoice sent.

13.3. If the scope of work has been completed, but the client is not satisfied with the result, the Contractor is not obliged to refund the payment.

13.4. The Contractor shall not assume responsibility for any mistakes made by sub-suppliers to whom the client, under this Agreement, has left part of the performance of the engagement. 

14.  NOTICES 

14.1. All notices, requests, demands and other communications which are required or may be given under this agreement shall be made in writing and shall be deemed to have been duly given if delivered personally, sent by registered mail or by email to client and Contractor. All such notices, requests, demands and communications shall be deemed to have been received on the date of delivery (or if delivery is after business hours, on the following business day) or on the second business day after the mailing. 

15.  MISCELLANEOUS 

15.1. This agreement is governed by the laws of the Netherlands. 

15.2. In the event of any dispute arising out of or in connection with this agreement, Parties will in good faith attempt to resolve such dispute amicably between them, failing which, the dispute shall be submitted exclusively to the competent court in Amsterdam, the Netherlands. 

15.3. This agreement supersedes and replaces any previous agreement between the Parties with respect to its subject matter. 

15.4. No specific or implied waiver of any term, provision or condition of, or remedy under this agreement shall be binding against a Party, unless given in writing by that Party. No such waiver shall be considered to be a waiver of any other term, provision, or condition of, or remedy under, this agreement.