General terms and conditions of Omelette du Fromage B.V.
Version October 2026
Thanks for bringing in Omelette du Fromage and trusting us with your website, marketing, advertising, software and strategy. Some things simply need to be properly arranged. We do that in these general terms and conditions, which apply to all our agreements. Want to know about your obligations, the way we work or the payment terms? You’ll find it all here. And although we don’t expect to need it, these terms also explain in which cases you and we can terminate the agreement.
This is an English translation for your convenience. If the English and Dutch versions differ, the Dutch version prevails.
Part I: General provisions
The articles in Part I: General provisions apply to every legal relationship you enter into with us.
What do we mean by… (definitions)
- We, us, our: the private limited company Omelette du Fromage B.V., registered in the Trade Register of the Dutch Chamber of Commerce under number 87855216.
- You, your: that’s you, or the company you represent! The party (a natural person or legal entity) that concludes an Agreement with us, to whom we have made an offer, or who has another legal relationship with us.
- Agreement: whatever we agree with each other, verbally or in writing, and every change or addition to it. This also includes everything that precedes this Agreement.
- Parties: you and us together.
- Additional and reduced work: unexpected or requested additions to, or reductions of, the agreed work, which means you pay more or less than the Parties agreed earlier.
- Work: all activities and services we carry out as part of what was agreed in the Agreement.
1. When do these terms and conditions apply?
1.1. These general terms and conditions apply to all our offers and quotes and to everything we agree with you.
1.2. The applicability of any other terms and conditions is expressly rejected. If you use purchasing or other terms and conditions of your own, they do not apply to our Agreement.
1.3. Deviations from or additions to these terms are only possible if we have agreed to them in writing, and only apply to the part of the Agreement for which we gave that approval.
1.4. If one or more provisions of these general terms and conditions are ever wholly or partly void or annulled, the other provisions remain fully applicable. We will then agree on a new provision together with you, keeping in mind the purpose and intent of the invalid or annulled provision.
1.5. If we do not always require strict compliance with these general terms and conditions, that does not mean the provisions no longer apply, or that we lose the right to require strict compliance in other cases.
2. Quotes and offers (“Offers”)
2.1. The nature and scope of the Agreement are determined by the description of the Work as stated in the quote.
2.2. All our quotes are non-binding, unless we ask you in the quote to respond before a certain date. So you’re not tied to anything, but neither are we. The terms of the quote may still be changed where necessary. You therefore cannot derive any rights from the quote. If the products or services offered are no longer available, the quote lapses.
2.3. We cannot be held to a quote if it contains a mistake or typo that is, or should be, obvious to you.
2.4. Quotes do not automatically apply to future assignments.
2.5. If we include a combined price in the quote, we cannot be required to carry out part of the assignment for a corresponding part of the combined price.
2.6. We may pass on extra unforeseen costs to you that are caused by a situation not attributable to us. Unforeseen costs are costs arising from circumstances that could not reasonably be foreseen when the Agreement was entered into. Think of price increases for materials or licences, or government levies or taxes. We will of course let you know about any such unforeseen costs.
2.7. All quoted amounts exclude VAT, unless stated otherwise.
2.8. All amounts are in euros.
3. Agreement
3.1. An Agreement is only concluded (I) if you accept all parts of our quote without changes; or (II) if we confirm the conclusion of the Agreement to you in writing; or (III) if we have already carried out the Agreement in whole or in part.
3.2. When or after entering into the Agreement, and before the Agreement is (further) carried out, we may ask you for sufficient security that you will meet both your payment obligation and any other obligations. If you refuse to give us that security, we may refuse to carry out the Agreement (any further).
3.3. Arrangements, promises or changes to the Agreement made by (or on behalf of) us after the Agreement was entered into are only binding if we have confirmed them in writing, or if we have already started carrying them out.
3.4. If the price of products or services ordered through us rises after we agreed on a price, we may pass on that increase if it results from changes in laws or regulations or from other grounds we could not reasonably foresee when entering into the Agreement.
3.5. Do we purchase services from third parties for you, such as software licences or hosting? Then we are not a party to that, unless we have agreed otherwise in advance. We may of course take care of hosting for you. In that case we always charge the hosting costs per year.
4. What do we expect from you?
4.1. You make sure that all information we need to carry out the Work correctly and on time is delivered to us on time and in the right form. This applies to information we have said we need, and to information you can reasonably understand we need.
4.2. You are responsible for making sure all information you give us is complete, reliable and correct. Also when this information comes from or through third parties.
4.3. You give us free access to the (physical or digital) location where the Agreement is carried out. This means, among other things (but not only), that you give us the necessary passwords or access to the accounts, systems and environments in which we carry out the Work, and that these are easily accessible for all the resources we need.
4.4. You arrange any permits, permissions and exemptions needed to carry out the Agreement yourself.
4.5. Of course it can happen that some information takes a little longer than we’d like, or that you have not yet met all obligations under this article. In that case we may postpone carrying out the Agreement until we have all the information we need, or until you have met your obligations under this article. Any costs we incur as a result will be charged to you on a cost-plus basis.
4.6. You may not sell, transfer, pledge or otherwise dispose of or encumber the rights and obligations you have under the Agreement to a third party.
5. Carrying out the Agreement
5.1. We like to do our work well. You can count on us to carry out the Agreement to the best of our knowledge and ability. Or, as the lawyers so nicely put it: in accordance with the standards of good workmanship and the state of knowledge known at that time. We do not, however, guarantee any particular result or meet any particular expectations.
5.2. We always aim to meet the delivery deadlines we give. Still, these deadlines are indicative and not strict deadlines. If a deadline is missed, we’d like to receive a written notice from you giving us a second chance (notice of default). We’ll gladly use that second chance to complete our Work after all.
5.3. We know our people best, of course. That’s why we decide how and by whom the Agreement is carried out. Where possible, we take into account the specific wishes you’ve shared with us. If necessary, we can replace people involved in carrying out the work.
5.4. We can’t do everything on our own either. That’s why we may have Work carried out by third parties. If we draw up a budget for third-party costs at your request, it is always indicative. If you decide to engage a third party we recommended, we are not a party to that and you make your own arrangements with that third party. Want to engage third parties in a way that affects how our Agreement is carried out? Then check the options with us first.
5.5. Our assignment never includes (I) research into the existence of third-party intellectual property rights, such as patents, trademarks, design rights, copyrights or portrait rights, or (II) checking the accuracy, completeness and reliability of the data and information you provide.
5.6. If we both agree that, after the Agreement has been concluded, the Work needs to be changed or extended, we will adjust the Agreement in consultation with you. If that change or addition has financial or qualitative consequences, or affects the delivery date, we’ll let you know.
5.7. We may carry out the Agreement in different phases (“partial deliveries”) and invoice the completed (partial) deliveries to you separately.
5.8. If we need to purchase products or services for you that are essential to carrying out our Work, and we advance those costs, we charge a 5% surcharge on the advanced amount. This surcharge covers the administrative work and the financial risk we take on as your service provider.
5.9. The 5% surcharge applies to all costs we advance and is charged as compensation for this extra service.
5.10. We always inform you in advance if we need to advance costs, and we provide a clear breakdown of the advanced amounts, including the surcharge. The advanced costs plus the surcharge are included in your invoice. You pay it according to the agreed payment terms.
6. Suspending or ending the Agreement
6.1. In some cases we may suspend or dissolve this Agreement. In that case we do not pay any compensation. Of course we won’t do this lightly. It can only happen when:
- you do not meet your obligations under the Agreement, or not fully or not on time;
- we fear you will not meet your obligations, due to circumstances that arose after the Agreement was concluded;
- due to delay on your side, we can no longer be expected to fulfil the Agreement; or
- you were asked to show that you can meet your obligations under the Agreement, but we receive no or insufficient proof.
In all these situations you are required to pay compensation or damages, and you are liable for any damage we have suffered or will suffer, directly or indirectly.
6.2. We may always refuse or end an Agreement, or a change to it, if it conflicts with laws or regulations, or if in our opinion it could damage our good name or reputation.
6.3. If our Agreement with you is dissolved, our claims become immediately due and payable.
6.4. We may stop or cancel the Agreement immediately, without owing you any compensation or damages, if you can no longer freely dispose of your assets (including in the event of liquidation, (an application for) suspension of payments or bankruptcy). In that case too, our claims become immediately due and payable.
7. Liability
7.1. Our liability is always limited to what is set out in these general terms and conditions.
7.2. Did you give us incomplete or incorrect information? Then we are not liable for any damage of any kind.
7.3. We do not guarantee the results of our Work and accept no liability in this respect. Nor are we responsible for a product or service doing exactly what you want in your specific situation, or for any advice about its use and application.
7.4. If products or services are purchased through us, we depend on our suppliers. We cannot guarantee delivery times and are not liable for delay damage or other damage caused by a later delivery than agreed.
7.5. Our liability is in any case limited to the maximum amount paid out by our insurance. If the insurance does not pay out, our liability is limited to the amount we invoiced you in the last 12 calendar months for the services to which the liability relates, with a maximum of € 5,000.
7.6. If liability is established, it only applies to direct damage. Direct damage consists of (I) the reasonable costs of determining the cause and extent of the damage; (II) where applicable, the reasonable costs of remedying our defective performance, insofar as this can be attributed to us; and (III) the reasonable costs of preventing or limiting damage. You must be able to show that these costs actually led to limiting the direct damage.
7.7. We are never liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business interruption. Nor are we liable if the damage was caused because you did not follow security measures.
7.8. The limitations of our liability do not apply if we caused the damage intentionally or through gross negligence.
8. Indemnification
8.1. You indemnify us, and the people we engage, against liability towards third parties who suffer damage from the performance of the Agreement. This also applies to intellectual property that may rest on the information you provide.
8.2. If you or someone else decides to use what you received from us, or to let others use it, you indemnify us against any claim for damages that you or anyone else files about it.
8.3. You genuinely do your best to limit any damage as much as possible.
9. Who owns the product?
9.1. All (partial) products we deliver remain ours until you have met all agreed obligations under the Agreement.
9.2. As long as those obligations have not been met, you may not sell, deliver or pledge our products or grant rights to them to third parties, other than internally or for their normal purpose. Have the obligations been met? Then you can do what you like with them, within reason of course. See article 13 on intellectual property.
9.3. You give us, or people we designate, permission to enter all places where our property is located when exercising our ownership rights, and to take those items back. You let us know if you are in, or are at risk of getting into, payment difficulties.
10. Fees and payment
10.1. We don’t like surprises at the end of the month. And because we want to be sure that both you and we can keep our commitments, we may ask for a down payment based on our budget or quote before we start. If we don’t get that security, we may postpone or refuse the assignment. We only start our Work after receiving the (partial) payments due. The remaining payments are made in phases, but always within 14 days after completion of the Agreement. We can make other arrangements about this, but they only apply once they have been put in writing.
10.2. We may charge costs afterwards that we did not foresee in the budget beforehand. This is done on a cost-plus basis. Additional work is charged at our hourly rate of € 120 (excluding VAT), unless agreed otherwise in the quote.
10.3. The payment term of our invoices is 14 days, unless agreed otherwise in writing.
10.4. For a jointly given assignment, each party is jointly and severally liable for payment, regardless of whose name is on the invoice.
10.5. If you do not pay, or do not pay on time, you are, as the lawyers so nicely put it, immediately in default. You then owe statutory interest on all outstanding amounts (including collection costs), from the due date of the invoice until full payment.
10.6. When we receive a payment from you, we first deduct it from the costs, then from the interest, and only then from the outstanding principal. Payments are always used to settle the oldest outstanding claim.
10.7. You may not set off our invoices against any other outstanding items.
10.8. Objections to the amount of the invoice, or other objections, do not suspend your payment obligation.
10.9. If payment is two months overdue, we may immediately stop all ongoing Work until you have met your obligations. We may invoke this right of suspension for all Work.
11. Confidentiality
11.1. We hope you’re just as excited about working together as we are. But: what happens in the office stays in the office. In short, you keep all our confidential information secret, and only share it with third parties if that is necessary to carry out the Work under the Agreement. You may also disclose confidential information if the law, the government, a regulator or a competent court requires it, but you always let us know first. Confidential information includes in any case: information about working methods, financial information, price lists, back-end information, documents, (installation) plans and all information you receive from or through us or our clients.
11.2. While we work together, you may gain access to valuable (intellectual property) elements, such as linked campaign data, keywords and campaign structures we have developed. When our collaboration ends, you remove all campaign data and other related information from your accounts, or return it to us. This information may not be used or shared without our written permission. Unauthorised use, sharing or failure to remove this information counts as a violation.
11.3. If you do not comply with the arrangements in this article, we suffer damage as a result. You then immediately owe us a penalty, without notice of default, of € 10,000 per violation, plus € 250 for every day the violation continues. We assume, however, that it won’t come to that, and that the Parties won’t betray each other’s trust.
12. Force majeure
12.1. In the event of force majeure, we may postpone carrying out the Agreement. You can find this in article 6:75 of the Dutch Civil Code.
12.2. In addition to what is stated in that article and in case law, force majeure means: all external causes, foreseen or unforeseen, over which we have no control and which prevent us from meeting our obligations. A few examples in plain language: strikes at our company or at third parties, fire, or a general outage of the internet, power or our suppliers’ services.
12.3. We may postpone our obligations during the period of force majeure. If that period lasts longer than three months, both you and we may dissolve the Agreement, without any obligation to pay compensation.
12.4. If we have already met part of our obligations when the force majeure occurs, we may invoice that part to you right away. You pay that invoice as if it were a separate Agreement.
13. Intellectual property and copyright
13.1. When we make something for you, for example (but not only) developing a website, web app, integration or AI tool, or carrying out online marketing work, intellectual property rights arise. This also applies if we deliver the products and services in an (account) environment that is in your name or belongs to you. Intellectual property rights always remain with us and may not be copied or reproduced without our permission. You may also not use products protected by our intellectual property for anything other than the purpose for which we made them available to you.
13.2. Want to use one of the products or services we delivered? That’s only allowed for internal use, after you have paid us. Our products and services may not be used for any purpose other than the one they were originally intended for. So you may not publish or reproduce the result of our services or products without our permission, not even if you mention our name.
13.3. Once you have met all your obligations, you may use the result we delivered (internally). Were no arrangements made about its use? Then the right of use is limited to what the product or service was originally intended for. The right of use is non-exclusive and may not be transferred to others, unless we have agreed otherwise.
13.4. We may always use and publish the designs, images, videos and other materials we made about our products. This includes the right to use this material in advertising, share it on social media, include it in cases on our website or in a book, or use it for other commercial purposes.
14. Privacy
14.1. We are familiar with the General Data Protection Regulation (GDPR) and take it into account when processing your (personal) data. We do not share (personal) data with third parties, unless (i) this is necessary to properly carry out the Agreement; (ii) we have a legal obligation to share the data; (iii) we have received your explicit consent; or (iv) another legal basis for processing personal data applies. If you provide us with personal data of third parties and a data processing agreement is required for that, you take care of it.
14.2. We carry out various Work on your instructions, including (but not only) activities related to advertising, tracking and connecting systems. This Work is always carried out at your request and under your responsibility. You are therefore at all times fully responsible for all data we collect or process as part of this Work. If liability arises in connection with unlawfully obtained or processed data, you compensate us and indemnify us against all claims from you and/or third parties arising from it. Insofar as our liability for processing this data would conflict with applicable laws or regulations, our liability is limited to what is set out in article 7 (Liability). We aim to work within the law and to safeguard the privacy and integrity of the data processed. Responsibility for complying with the legal requirements for the data collected, however, lies with you. If a data processing agreement is required for personal data of third parties that you provide to us, you take care of it.
15. Applicable law and disputes
15.1. Dutch law applies to all our Agreements.
15.2. The District Court of Oost-Brabant has exclusive jurisdiction to hear disputes.
15.3. But before you or we go to court, we will of course first have done everything we can to work it out together.
Part II: Online marketing and advertising
In addition to everything in Part I: General provisions, the articles of Part II: Online marketing and advertising apply to every Agreement you enter into with us about online marketing, advertising, content and social media. If the provisions of Part I and Part II conflict, the provisions of Part II prevail.
16. Ongoing agreement
16.1. Unless agreed otherwise with you in writing, Agreements for online marketing and advertising are entered into for an indefinite period, starting on the date of signing. Both you and we can terminate the Agreement in writing at any time, with a notice period of three (3) months.
16.2. In addition, both you and we may dissolve the Agreement with immediate effect, without any obligation to pay compensation, damages or costs, if:
- the other Party (hereinafter: “the other party”) does not meet its obligations under the Agreement, or not on time or not fully; or
- after the Agreement is concluded, circumstances come to light that give good reason to fear the other party will not meet its obligations; or
- due to delay on the other party’s side, it can no longer be expected that the Agreement will be fulfilled on the originally agreed terms.
In these cases, the other party is required, due to breach of contract, to pay compensation or damages, and is liable for all damage (including costs) that has arisen directly or indirectly. On dissolution, the Parties immediately pay each other what they owe.
17. Marketing, advertising and social media
17.1. You can see how your campaigns and media are doing in your Dashboard. And just to be clear: we cannot be held liable for the number of visitors, the reach or the results you achieve (or don’t). We do our very best, but we cannot give guarantees about results, reach, positions in search engines or mentions in AI models. You cannot derive any rights from this.
17.2. We help you with advice on online advertising. At the start we give an overview of where you stand now (who your audience is, what your website and market look like) and advise on what you can best do in advertising, for example on Meta (Facebook and Instagram), Google, TikTok, LinkedIn, Pinterest, Reddit and YouTube. Defining the strategy, including the analysis and drawing up a tailored plan, is the first important step in our collaboration. We present this strategy to you for approval. The effort we put in during this phase is part of our initial services to you. After approval, we continue the collaboration based on the agreed (strategy) plan. This plan contains the budgets, the chosen advertising platforms and the team you’ll be working with.
17.3. We can do all kinds of things, such as running ads on the channels mentioned above, sending newsletters, writing content and blogs or improving your visibility in search engines and AI models. Which channels we use follows from the approved strategy and the arrangements we made about it. For every change or addition, such as a new platform or channel, we make a (new) plan that fits the overall marketing strategy. We don’t just implement significant changes or additions. Depending on the change, we make adjusted payment arrangements with you, so everyone is clear on the scope of the services and the costs. That way we ensure a transparent and effective execution of the strategy, tailored to your goals.
17.4. In principle, you provide the content (photos, videos and copy) we use in ads and on social media. We understand that creating strong content can be a challenge, and that you don’t always have the resources or expertise for it. That’s why we can create content for you. That is an additional service, which we include in the strategy and the pricing arrangements. Before we start, we agree with you (i) who is responsible for delivering the content and (ii) who turns the content into ad formats and variants for online campaigns.
18. Price
18.1. For our online marketing services we charge an hourly rate of € 120 (excluding VAT), unless agreed otherwise in the quote. You receive an estimate in advance of the number of hours we expect to need, resulting in a (fixed) monthly fee based on that estimate.
18.2. The fixed monthly fee covers the number of hours we expect to spend. If more hours turn out to be needed than estimated, we record those extra hours and invoice them on a cost-plus basis at the agreed hourly rate.
18.3. As part of additional and reduced work, we may spend up to 10% on top of the agreed monthly fee without your prior approval. This may be necessary for unforeseen work that safeguards the quality and progress of the services.
18.4. Advances or extra costs within this 10% margin are charged to you on a cost-plus basis. For expenses exceeding this margin, we ask for your approval in advance.
Part III: Websites, web apps and AI
In addition to everything in Part I: General provisions, the articles of Part III: Websites, web apps and AI apply to every Agreement we enter into with you about designing, building, hosting and managing websites, web apps, custom integrations and AI tools. If the provisions of Part I and Part III conflict, the provisions of Part III prevail.
19. Duration
19.1. Unless agreed otherwise with you in writing, Agreements for building a website, web app, integration or AI tool are entered into for the duration of the assignment. You cannot terminate this Agreement early.
19.2. For design and build, we offer a fixed amount, based on an estimate of the hours needed to complete the assignment. We agree this amount with you in advance.
19.3. If, during the work and in consultation with you, more hours turn out to be needed than estimated, we record those extra hours and charge them on a cost-plus basis. These extra hours are charged at an hourly rate of € 120 (excluding VAT), unless agreed otherwise in the quote.
19.4. “Design” is a broad concept, and we get to work based on your specific wishes. If we notice during the work that our initial estimate of the time needed isn’t right, we’ll let you know. We only continue with the extra work after you have approved it. If you decide not to continue after such a revision, we’ll look together at how we can adjust the Agreement. Please note: you are not entitled to a refund of amounts already paid if our original estimate does not match the time actually needed.
20. Fees and payment
20.1. Part of the fee is always due in advance. We use the following payment terms:
- 50% of the agreed fee is due at the start of the Work;
- 50% of the agreed fee is due on delivery.
20.2. For building websites, web apps, integrations and AI tools, we use this payment schedule with partial payments. If a partial payment is not made, we suspend progress on the work until the overdue payments have been made.
20.3. Before we suspend, we let you know in writing, with a clear deadline within which you can still make the payment to prevent suspension.
20.4. Ongoing services, such as an SLA, hosting and Dex, are entered into for an indefinite period, unless agreed otherwise in writing. Both you and we can terminate these services in writing at any time, with a notice period of three (3) months. Hosting is invoiced annually in advance (see article 3.5). On termination, you pay for hosting until the end of the notice period; any amount overpaid will be settled with you.
21. Browser testing
21.1. We test the website or web app we develop on the latest versions of the main browsers: Safari (Apple), Chrome (Google), Edge (Microsoft) and Firefox (Mozilla), on desktop and mobile. That way we ensure broad compatibility and a good user experience on the most common platforms.
21.2. For older versions of these browsers, and for other browsers, we are not responsible for any deviations and differences in display. Because browsers differ in technical specifications and update frequency, we cannot guarantee that the design displays identically in every browser.
21.3. If you want specific tests in older or less common browsers, that is only possible if we have made specific arrangements about it in advance.
21.4. If a product or service needs to be adjusted or improved, we may take it offline temporarily. We keep that as short as possible.
22. Domain names, hosting and source code
22.1. This article applies if you have (also) asked us to act as an intermediary in obtaining a domain name or IP address. If you have not given us that assignment, you register the domain name yourself.
22.2. We’re happy to help you obtain a domain name, but we only act as an intermediary. For the application and allocation, we depend on the rules and procedures of the domain name providers concerned. So we can never guarantee that a domain name is available. If a domain name is lost for any reason, or is registered by someone else in the meantime, we are not liable for that.
22.3. You comply with all registration conditions, provisions and (dispute) regulations that apply to the application, allocation and use of the domain name.
22.4. Want us to register the domain name in our name on your behalf? Fine. Paragraphs 2 and 3 of this article then also apply. If you ask us to move, transfer or cancel the domain name, we will of course cooperate.
22.5. If we suffer damage because of the way you use a domain name obtained through us, you indemnify us for it. We then also have the right to make the domain name inaccessible or unusable, or to put it in our own name. This also applies if you do not comply with the Agreement with us.
22.6. Rights to certain source code can often only be obtained to a certain extent. We are not liable for damage of any kind arising from our use of source code, libraries or services of third parties whose rights belong to a third party. We reserve the right to keep the source code in our possession and host it on our servers, unless expressly agreed otherwise. Access to this code is strictly regulated and not available to you without our permission. If you decide to move to another party, for a renewal or other purposes, we are open to such a transition, provided this does not conflict with earlier arrangements.
22.7. If it has been agreed that we take care of hosting, the hosting takes place with hosting parties and on servers selected by us. Our choice is aimed at optimal security and performance for you. We continuously work on maintaining and optimising the production environment, so it runs efficiently and reliably.
22.8. For security reasons, we do not give you access to the Domain Name System (DNS) management environment. If you share DNS settings with us yourself, or if a DNS was already (partly) set up by another party, we are not responsible for taking over any errors in those settings.
23. Acceptance and operation
23.1. After the website or web app has been delivered and installed, a period of ten (10) working days begins in which you have the opportunity to test and accept it. As soon as possible, but no later than five (5) working days after the end of this period, you let us know in writing whether you accept the delivery and which defects, if any, you have found. In this paragraph, installation means putting the website or web app live in the environment in which it will run.
23.2. If testing shows that the delivery contains a defect in your view, we investigate it and fix it as soon as possible. That is, if the defect is our fault.
23.3. Minor defects that come up during the testing phase and that, due to their nature or number, do not stand in the way of putting it into use are no reason to refuse acceptance. We do remain obliged to fix these minor defects.
23.4. If you have not let us know anything within five (5) working days after the end of the ten (10) working day period in paragraph 1, the delivery is deemed to have been tacitly accepted.