Terms of Service

1. Definitions

• Client: the business that enters into an agreement with Heerden & Co.
• Engagement: the services agreed in a proposal — the Deep Dive, the Blueprint, the Build, the Operating System, a workshop, or any combination.
• Deliverables: the reports, roadmaps, recordings, one-pagers and other outputs produced during an engagement.
• Proposal: the written offer (by email or document) stating the scope, fee and timing of an engagement.

2. Applicability

These terms apply to all proposals, agreements and services of Heerden & Co, unless expressly agreed otherwise in writing. Any general terms or purchasing conditions of the Client are excluded.

3. Formation of the agreement

The free 20-minute fit call is non-binding and creates no agreement. An engagement comes into being when the Client accepts a proposal in writing (including by email) and these terms. No strategy or diagnosis is given before an engagement starts — that is the work itself.

4. Scope of services

Heerden & Co designs and installs marketing operating systems and hands the controls to the Client's own team. Heerden & Co is an independent operator and adviser. It does not execute paid media, run advertising accounts, or act as a media agency; where the Client needs media execution, that is arranged separately with a third party.

Heerden & Co provides its services to the best of its professional ability (an obligation of effort, inspanningsverplichting), not as a guarantee of any specific commercial result, save for the specific guarantee in section 8.

5. Fees and payment

• The fee for each engagement is stated in the applicable proposal.
• Where a Deep Dive or Blueprint fee is credited toward a later engagement, this is stated in the proposal and applies only if the later engagement is agreed.
• Payment is due within 14 days of the invoice date, unless the proposal states otherwise. For some engagements a deposit or payment in advance may be required before work starts.
• Payment is made by bank transfer or via a secure payment link provided through our payment processor, Mollie (cards, iDEAL, Bancontact, SEPA).
• If an invoice is not paid on time, Heerden & Co may suspend the engagement until payment is received, and statutory commercial interest and reasonable collection costs may be charged.
• All fees are exclusive of VAT unless stated otherwise.

6. VAT and international clients

• Netherlands: Dutch VAT (BTW) is added at the applicable rate.
• EU business clients: where the Client provides a valid VAT number, VAT is reverse-charged to the Client ("BTW verlegd" / reverse charge).
• Non-EU clients: services to businesses outside the EU are generally outside the scope of Dutch VAT (0%).
• Fees are displayed and invoiced in euros (EUR) unless otherwise agreed.

7. Cancellation and rescheduling

• Scheduled calls or sessions may be rescheduled if notified at least 24 hours in advance.
• If the Client cancels a fixed-scope engagement (such as the Blueprint) after it has started, Heerden & Co is entitled to be paid for the work already performed and any committed capacity.
• Deposits and prepaid fees are non-refundable once the corresponding work has begun, except as set out in section 8.

8. The Blueprint guarantee

For the Blueprint, Heerden & Co gives one guarantee: "I name your single biggest growth constraint, or the Blueprint is free." If Heerden & Co does not deliver a named constraint with the evidence behind it, the Blueprint fee is refunded. The guarantee covers the naming of the constraint; it is not a guarantee of any particular business outcome from acting on it. It applies provided the Client gave reasonable access to the data, accounts and people needed to do the work.

9. Client responsibilities

• The Client provides timely and accurate access to the data, analytics accounts, documents and people needed for the engagement.
• The Client is responsible for the accuracy of the information it supplies.
• The Client ensures it is entitled to share any third-party or personal data it gives to Heerden & Co, and that doing so is lawful.

10. Intellectual property

On full payment, the Client owns the Deliverables created specifically for it (the Constraint Report, roadmap, one-pager and recordings of its own engagement). Heerden & Co retains all rights in its underlying methods, frameworks, templates, tools and know-how, and may reuse these for other clients. Heerden & Co grants the Client a perpetual licence to use the Deliverables internally.

11. Confidentiality

Each party keeps the other's confidential information confidential and uses it only for the engagement. Heerden & Co will not disclose Client data or name the Client publicly (for example as a case study) without the Client's prior consent.

12. Data protection

Personal data is handled in line with our Privacy Policy. Where Heerden & Co processes personal data on the Client's behalf, our Data Processing Agreement applies.

13. Liability

• Heerden & Co is liable only for direct damage caused by its intent or gross negligence.
• Liability for indirect or consequential damage (including lost profit, missed savings, or lost data) is excluded.
• Total liability is in all cases limited to the fees paid by the Client for the engagement in the three months before the event giving rise to the claim.

14. Force majeure

Heerden & Co is not obliged to perform if prevented by circumstances beyond its reasonable control, including illness, failure of third-party services, and government measures.

15. Term and termination

Fixed-scope engagements end on delivery. The Operating System (ongoing retainer) runs month to month unless the proposal states otherwise, and either party may end it with one calendar month's notice, without prejudice to fees due for work performed.

16. Changes to these terms

Heerden & Co may update these terms. The version in force at the start of an engagement applies to that engagement. The most recent version is always available on this site.

17. Governing law and disputes

These terms and all engagements are governed exclusively by Dutch law. Disputes are resolved as far as possible by mutual discussion; failing that, they are submitted to the competent court in Haarlem (Rechtbank Noord-Holland).