Trading under the name Locally Smarter (Chamber of Commerce no. 84171332)
These Terms and Conditions (“Terms”) apply to all proposals, agreements, and services provided by Gouda B.V., trading under the name Locally Smarter (“Locally Smarter”, “we” or “us”).
Locally Smarter provides its services exclusively to business customers. By entering into an agreement with us, the customer represents and warrants that it is acting in the course of business and not as a consumer. Consequently, consumer rights under Dutch and EU law — including but not limited to any statutory cooling-off or withdrawal rights — do not apply. Sole traders and self-employed individuals are deemed to be business customers when contracting with Locally Smarter for professional or commercial purposes.
Locally Smarter offers the following services: Website design and development, Content design (including logo design), Website maintenance, Google Business Profile creation and optimization, Sales and lead generation services (including outreach campaigns and appointment setting). The scope of services shall be as described in the applicable proposal or order confirmation.
The scope of website services shall be as set out in the applicable proposal. All websites created by Locally Smarter remain the property of Locally Smarter. The customer is granted a non-exclusive, non-transferable right to use the website during the term of the agreement. The domain name registered for the customer shall be owned by the customer, unless otherwise agreed in writing.
If the customer fails to provide the required input or approvals in time, Locally Smarter remains entitled to invoice the website after the targeted delivery month, irrespective of whether the website has been put live.
Locally Smarter assists in creating and optimizing the customer’s Google Business Profile (“GBP”). The GBP shall be registered in the name of the customer, who remains the sole owner. Locally Smarter shall be granted the necessary manager access rights. The customer is solely responsible for providing accurate and up-to-date business information. Locally Smarter is not liable for incorrect, incomplete, or outdated information supplied by the customer.
Locally Smarter applies a one-month evaluation period (“Growth Period”) starting from activation of the GBP. Growth is measured against the baseline using GBP statistics, Google Trends, and comparable tools. If no measurable growth is achieved, Locally Smarter will provide an additional month of optimization services free of charge. If growth is still not achieved, the customer may terminate the agreement without penalty. This Growth Assurance applies only if the customer has fully complied with its obligations under these Terms.
Locally Smarter may provide sales and lead generation services, including outreach campaigns and appointment setting, as further described in the applicable proposal. The customer remains solely responsible for the accuracy, lawfulness, and completeness of any prospect data, content, or materials provided to Locally Smarter. Locally Smarter will perform its services in accordance with applicable data protection and anti-spam regulations, but does not accept liability for any non-compliance resulting from the customer’s inputs or instructions. Unless otherwise agreed in writing, sales services are provided on a best-efforts basis and do not include any guarantee of specific results, revenue, or number of appointments.
Upon full payment, the customer acquires ownership of the final designs and logo deliverables. Locally Smarter retains the underlying intellectual property rights but grants the customer a perpetual, worldwide, non-exclusive right to use the deliverables. Locally Smarter may showcase designs, logos, and results in its portfolio and marketing materials unless the customer explicitly objects in writing. Revisions beyond those included in the initial approval round will be charged at Locally Smarter’s standard rates.
Maintenance services include updates, backups, monitoring, and related activities as described in the proposal. Unused hours will not roll over. Extra work will be charged at standard rates. Maintenance agreements run for twelve (12) months and are automatically renewed for successive periods of twelve (12) months. Termination must be made in writing (including email) at least three (3) months before the end of the contract term.
Fees and billing cycles are as set out in the proposal or order confirmation. Unless otherwise agreed, Locally Smarter invoices in advance. Payments must be made by bank transfer or other approved method. Late payments accrue interest at 1.5% per month, plus administrative and collection costs.
Unless otherwise agreed, agreements run for twelve (12) months and renew automatically for further twelve-month periods, unless terminated in writing at least three (3) months before the end of the term. If the customer terminates early, a cancellation fee equal to 45% of the fees due for the remaining term is payable. Locally Smarter may suspend services in case of late payment or breach, without suspending the customer’s payment obligations.
Locally Smarter provides services on a best-efforts basis and does not guarantee results, rankings, or availability of third-party platforms, except where expressly stated (e.g., Growth Assurance). Liability is limited to the fees paid in the preceding twelve (12) months. Locally Smarter is not liable for indirect, incidental, or consequential damages, including lost profits. Locally Smarter is not responsible for outages or issues caused by third parties, including hosting providers, Google, or social platforms.
Locally Smarter may display completed projects, designs, logos, and the customer’s trade name in its portfolio and marketing, unless the customer objects in writing. All websites delivered will include a footer credit “Website made by Locally Smarter.” Removal requires Locally Smarter’s prior consent. Final deliverables are provided in formats such as PNG, JPG, or PDF. Editable source files are not included unless otherwise agreed and may incur additional costs.
The customer must provide all necessary materials, content, and access credentials in a timely manner. Delays or extra costs resulting from late input remain the customer’s responsibility. The customer shall not use services for unlawful, discriminatory, or infringing purposes. Locally Smarter may suspend or postpone projects, or charge additional fees, if the customer fails to cooperate.
Changes outside the agreed scope are billed at standard rates and carried out only after customer approval. Quotations are valid for 30 days unless stated otherwise. Locally Smarter may require a separate agreement for substantial changes.
The customer remains responsible for the accuracy and lawfulness of personal data provided. Locally Smarter will only process personal data as necessary for performance of services. The customer ensures it has a valid legal basis for providing personal data and indemnifies Locally Smarter from third-party claims. Locally Smarter may engage subcontractors, provided they are bound by confidentiality and data protection obligations.
Locally Smarter shall not be liable for delays or failures caused by circumstances beyond its reasonable control. Complaints must be submitted in writing within 14 days of discovery. Complaints do not suspend payment obligations. Locally Smarter will handle complaints as soon as reasonably possible.
These Terms are governed exclusively by Dutch law. Disputes shall be submitted to the competent court in Amsterdam, the Netherlands. These Terms are drawn up in English only. In case of translation, the English version prevails. Locally Smarter reserves the right to amend these Terms. Changes take effect 30 days after notification, unless the customer objects in writing. Continued use of services constitutes acceptance.
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