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General Terms and Conditions Valoryte B.V.

Version 1.0, October 2025.

 

These General Terms and Conditions apply to every offer or quotation of Valoryte B.V. and therefore form part of every existing and future Agreement between Valoryte B.V. and you, the Client.

 

Article 1. Definitions
The capitalized terms in these General Terms and Conditions have the following meaning, both in singular and plural:

General Terms and Conditions: the provisions in this document.
GDPR: the General Data Protection Regulation, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
Contact Persons: the natural persons who may represent and bind the Client insofar as the performance of the Agreement is concerned. If no Contact Person is designated in the quotation, the Contact Person known to Valoryte B.V. shall be deemed authorized.
Data Breach: a personal data breach as referred to in Article 4(12) GDPR.
Service: the service provided by Valoryte B.V. to the Client under the Agreement.
Continuous Agreement: an ongoing Service or a series of Services extending over a certain period.
Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyrights, database rights, domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know how.
Materials: images, sketches, advice, reports, brochures, presentations, factsheets, information sheets, texts and text proposals, documents and other works, source code, software, websites, data files, databases, equipment, videos, photos and preparatory materials thereof and the data carriers on which these materials are stored.
Client: you, the natural person or legal entity acting in the course of a profession or business, with whom Valoryte B.V. enters into an Agreement.
Agreement: any offer accepted by the Client pursuant to which Valoryte B.V. supplies goods or Services to the Client.
Valoryte B.V.: the private limited liability company Valoryte B.V., established in Berghem and registered with the Dutch Chamber of Commerce under number 98590405.
In Writing: in writing as well as digital communication such as email, SMS or WhatsApp, provided that the identity of the sender and the integrity of the content are sufficiently established.

 

Article 2. The Agreement
These General Terms and Conditions form an integral part of the Agreement and also apply to the performance of future Agreements. This means that any conditions stipulated by the Client are not binding on Valoryte B.V., especially if they deviate from or are not included in these General Terms and Conditions.
Offers made by Valoryte B.V. are without obligation and valid for two weeks. Valoryte B.V. is not obliged to accept acceptance after this period, but if it does, the offer shall be deemed accepted. Offers may be accepted in writing by handwritten signature or digitally via the portal in which the offer is provided.
Oral acceptance by the Client binds Valoryte B.V. only after the Client has confirmed this in writing or electronically.
The applicability of Article 6:227c of the Dutch Civil Code is excluded.
In the event of conflicting provisions within the Agreement, the following order of precedence applies:
Additional written agreements.
The accepted offer or quotation.
These General Terms and Conditions.
Any deadlines or response times communicated by Valoryte B.V. are indicative and do not constitute strict deadlines.
The Client must do and refrain from doing everything that is reasonably necessary and desirable to enable timely and correct performance of the assignment. In particular, this means that the Client ensures that all data which Valoryte B.V. indicates is necessary, or which the Client reasonably should understand to be necessary for the performance of the assignment, is provided in a timely, secure and correct manner. This includes at least the delivery of Materials in a commonly used file format. In addition, the Client must ensure that Valoryte B.V. can timely use the online environment in which the Service is performed, for example by creating accounts for Valoryte B.V. or granting access to existing environments such as Google tools or HubSpot. If the Client fails to ensure that Valoryte B.V. can timely commence performance, any resulting additional costs or hours shall be borne by the Client.
The Client declares that all material provided to Valoryte B.V. is free from third party rights or that the Client has obtained permission from the rights holders to allow Valoryte B.V. to use the material in the performance of the assignment or Agreement. The Client indemnifies Valoryte B.V. against all legal claims of third parties relating to the data or Materials provided or made available by the Client.
The Parties shall promptly inform each other in Writing of any changes in name, postal address, email address, telephone number and, if necessary, IBAN number.

 

Article 3. The Digital Service
Valoryte B.V. shall endeavor to provide the Service as optimally as possible to maintain or improve the visibility, brand awareness and findability of the Client. Because many variables influence this, Valoryte B.V. cannot guarantee the effectiveness of the performance of the Agreement or the resulting findability. For clarity, Valoryte B.V. does not guarantee specific results with respect to advertising campaigns or search engine rankings such as Google or Bing, nor their commercial consequences or outcomes. No rights can be derived from any estimates provided by Valoryte B.V. in this respect.
Advertising costs incurred by the Client on the advice of Valoryte B.V. shall never be reimbursed by Valoryte B.V. for any reason.
In the event that guarantees are given, no costs paid to Valoryte B.V. shall ever be refunded or waived.
Valoryte B.V. may use open source services.
The delivery of the Service shall commence on the agreed date or, if no date has been agreed, on the date the Agreement is concluded.
For the delivery of the Service, Valoryte B.V. must obtain access to the digital environments and accounts of the Client, for example Google channels or other service providers. The Client is responsible for the secure and correct provision of account details, personal data, roles and permissions. Any delay in this regard cannot be attributed to Valoryte B.V.
Any subscriptions or accounts shall be created by Valoryte B.V. on behalf of the Client. The Client authorizes Valoryte B.V. to enter into agreements on its behalf. The environment and account for the digital Service shall be created in the name and at the expense of the Client.
The Client authorizes Valoryte B.V. to manage and configure the accounts referred to in the previous paragraph in the name of the Client. Valoryte B.V. may add itself as administrator and assign admin rights, but shall not be the owner of the account.
The Client may make changes to the Service itself, for example by adjusting settings or placing advertisements. Valoryte B.V. provides no guarantee with respect to the Service insofar as the Client has made changes itself. The Client warrants that such changes do not adversely affect the functioning of the Service.
If the Client revokes access to accounts managed by Valoryte B.V., this does not release the Client from its payment obligations and does not entitle the Client to suspend such obligations.

 

Article 4. Engagement of Third Parties
Valoryte B.V. may have work performed by third parties without specific consent from the Client. Valoryte B.V. shall not charge costs incurred by such third parties to the Client without prior consultation. If subcontractors process personal data of the Client on behalf of Valoryte B.V., Valoryte B.V. shall inform the Client thereof via updates to the General Terms and Conditions available on the website. The current sub processors are Ads4Web B.V., Mastalytics B.V. and ClickPatrol.com (Check and Pack B.V.).
The Client has one month after notification to object in Writing with reasons to the use of the relevant sub processor. In the event of an objection, the Parties shall consult to reach a solution.
Valoryte B.V. is permitted to engage third parties that apply or provide AI. If desired, the Parties may carry out an AI assessment. The costs of such assessment shall be borne by the Client.
Valoryte B.V. shall ensure that sub processors assume the same obligations in Writing with regard to the processing of personal data as agreed between Valoryte B.V. and the Client pursuant to Article 28(3) GDPR.
Valoryte B.V. may process personal data in countries outside the European Economic Area. Transfers shall only take place if an adequate level of protection is ensured as referred to in Article 45(2) GDPR.

 

Article 5. Additional Work
The Client may request additional work or services outside the Agreement. This shall be considered additional work.
Sometimes additional work is necessary for the delivery of products or Services. If Valoryte B.V. can demonstrate this or if such necessity reasonably follows from the Client’s instructions, no separate consent is required.
Additional work shall be charged in accordance with the rates agreed in the Agreement. If a project price has been agreed, the price shall be calculated proportionally.
Refusal by Valoryte B.V. of a request for additional work does not constitute grounds for termination or dissolution of the Agreement.

 

Article 6. Prices, Invoicing and Payment
In the case of a Continuous Agreement, periodic amounts shall be invoiced monthly in advance unless agreed otherwise.
Agreed project prices may, at the discretion of Valoryte B.V., be invoiced partly or entirely in advance.
All prices are in euros and exclusive of VAT unless stated otherwise.
Valoryte B.V. shall send electronic invoices to the email address known to it. The payment term is 14 days after invoice date.
If the Client has not paid in full within 14 days after the payment term, the Client shall be in default by operation of law without notice of default being required. In addition to the principal amount and statutory commercial interest, the Client shall reimburse all extrajudicial and judicial costs, including full attorney fees. Valoryte B.V. may also restrict or suspend the Service.
If the Client has provided incorrect information at the conclusion of the Agreement, Valoryte B.V. is entitled to adjust prices accordingly.
Valoryte B.V. may index prices annually in January based on the CBS price index DPI 2015=100, without the Client having the right to terminate the Agreement.
Prices may also be increased at any time if rates of essential suppliers increase.
The Client is responsible for delays or costs resulting from non compliance with statutory requirements, the Agreement or governmental decisions, as well as technical or industrial standards introduced or amended after the offer.

 

Article 7. Intellectual Property Rights
The Client only obtains the usage rights explicitly granted in the Agreement or by mandatory law. Such rights are non exclusive, non transferable, non pledgeable, non sublicensable and valid worldwide for the duration of the Agreement.
The Client shall not remove or modify any indications of confidentiality or intellectual property rights from the Materials.
The Client warrants that no third party rights oppose the provision of Materials or the use of accounts and indemnifies Valoryte B.V. against all third party claims.
The Client grants Valoryte B.V. and its suppliers a non exclusive license to use the delivered goods for the purpose of providing the Service.
Valoryte B.V. may use the Client’s logo, brand or name in external communications and promotional purposes.
Delivered goods or Materials remain the property of Valoryte B.V. until all payment obligations have been fulfilled.
All costs and damages incurred by Valoryte B.V. in exercising its property rights shall be borne by the Client.

 

Article 8. Liability
If Valoryte B.V. enters into an Agreement with multiple Clients jointly, each is jointly and severally liable.
Valoryte B.V. is only liable for direct damage resulting from an attributable failure. Direct damage includes material damage, reasonable costs to enforce performance, costs to determine damage and reasonable costs to prevent or limit damage.
Valoryte B.V. is not liable for indirect damage such as consequential damage, loss of profit, loss of data or delays.
Liability is limited to the amount paid by the Client in the six months preceding the event, with a maximum of EUR 15,000.
Administrative fines imposed on the Client may not be recovered from Valoryte B.V.
Limitations do not apply in cases of intent or willful recklessness by Valoryte B.V. management.
Claims must be submitted in Writing within six months.
Force majeure applies as defined by law, including infrastructure failures, cyber attacks and staff unavailability.
If force majeure lasts more than 30 days, either Party may terminate the Agreement proportionally.

 

Article 9. Processing of Personal Data
If Valoryte B.V. processes personal data on behalf of the Client, it acts as a processor under the GDPR and processes data only within the scope of the Agreement.

 

Article 10. Obligations of Valoryte B.V.
Valoryte B.V. shall notify the Client of unlawful instructions, assist with GDPR obligations, notify data breaches within 24 hours and allow audits once per year at the Client’s expense.

 

Article 11. Confidentiality
All confidential information shall be treated confidentially before, during and after the Agreement.

 

Article 12. Security
Valoryte B.V. applies appropriate technical and organizational measures and may adjust them as necessary.

 

Article 13. Termination
Agreements for a fixed term cannot be terminated prematurely. Continuous Agreements have a notice period of one month. Immediate termination is possible in cases of breach, insolvency or obstruction.

 

Article 14. Amendments
Valoryte B.V. may amend these terms with 30 days’ notice. The Client may terminate if it does not agree.

 

Article 15. Miscellaneous
Dutch law applies. Disputes shall be submitted to the competent Dutch court. Invalid provisions do not affect the remainder.

The most current version of these terms can be found at https://www.valoryte.com/terms-and-conditions. In case of differences, the online version shall prevail.