Terms and Conditions

Part 1. General Terms

Article 1. Definitions

In these Terms and Conditions, the following capitalised words have the meaning set out below, unless the context clearly requires otherwise.

• Sqrl: the trade name under which Merkelijkheid B.V. offers its services and software; “Sqrl”, “we”, “us” and “our” refer to Merkelijkheid B.V.
• Client: the business, organisation or professional that enters into an Agreement with Sqrl, or to whom Sqrl issues a quotation or offer.
• Party / Parties: Sqrl and/or the Client.
• Agreement: any agreement between Sqrl and the Client under which Sqrl provides Services and/or access to the Platform, including any Order and these Terms and Conditions.
• Order: the quotation, proposal, statement of work, order form or other written document in which the scope, deliverables, fees and term of the engagement are described and accepted.
• Services: the account based marketing (ABM) and related advisory, strategy, content, campaign and execution services provided by Sqrl, as described in the Order.
• Platform / Software: the Sqrl ABM software made available to the Client as a service (SaaS), accessible via app.sqrl.nl, including its features, updates and documentation.
• Subscription: the Client’s right to access and use the Platform for the agreed term against payment of the subscription fee.
• Client Data: all data, content and materials that the Client (or its users) uploads to, enters into, or generates through the Platform or provides to Sqrl, including target account lists and contact data of decision making units.
• Personal Data, Processing, Controller, Processor, Data Subject: have the meaning given to them in the General Data Protection Regulation (Regulation (EU) 2016/679, the “GDPR”).
• DPA: the separate Data Processing Agreement entered into between the Parties, which supplements the Agreement where Sqrl processes Personal Data on behalf of the Client.
• In writing / written: includes communication by email and through the Platform, unless a provision expressly requires a signed document.

Article 2. Applicability

2.1  These Terms and Conditions apply to all quotations, offers, Orders, Services, Subscriptions and Agreements between Sqrl and the Client, and to all activities carried out in connection with them, including where third parties are involved.

2.2  Sqrl contracts on a business-to-business basis only. The Client confirms that it enters into the Agreement in the course of its business or profession and not as a consumer. Provisions of Dutch law that protect consumers do not apply.

2.3  The applicability of any general or purchasing terms of the Client is expressly excluded. Deviations from these Terms and Conditions are only valid if agreed in writing by Sqrl, and apply only to the Agreement for which they were made.

2.4  Where an Agreement covers both Services and a Subscription, the General Terms in Part 1 apply together with the relevant module (Part 2 for Services, Part 3 for the Software) and the data protection provisions in Part 4. A Client that purchases only Services is bound by Part 1, Part 2 and Part 4; a Client that purchases only the Software is bound by Part 1, Part 3 and Part 4.

2.5  In the event of any conflict, the following order of precedence applies: (a) the individually agreed terms in the Order; (b) the DPA (for matters relating to Personal Data); (c) the applicable module (Part 2 or Part 3); (d) the General Terms in Part 1.

2.6  If any provision of these Terms and Conditions is or becomes invalid or unenforceable, the remaining provisions remain in full force. The Parties will replace the invalid provision with a valid one that reflects its purpose as closely as possible.

2.7  The Parties accept electronic communication and acceptance (including by email and through the Platform) as valid and binding.

Article 3. Quotations and formation of the Agreement

3.1  Quotations and offers from Sqrl are based on the information provided by the Client. The Client warrants that it has provided, to the best of its knowledge, all information that is relevant to the set-up, performance and completion of the engagement.

3.2  All quotations are without obligation and remain valid for 30 days, unless stated otherwise. Sqrl is only bound once the Client has accepted the quotation in writing, or once Sqrl has started performing the Agreement.

3.3  Sqrl is not bound by a quotation if the Client’s acceptance deviates from it, even on minor points, unless Sqrl confirms the deviation in writing.

3.4  Sqrl is not bound by obvious mistakes or errors in a quotation, offer or publication.

3.5  A composite quotation does not oblige Sqrl to perform part of the engagement for a corresponding part of the quoted price. Quotations do not automatically apply to future engagements.

3.6  Unless stated otherwise, all prices are in euros and exclusive of VAT, other government levies, and third-party costs such as media and advertising spend, data and enrichment costs, and third-party licences.

Article 4. Performance and nature of the obligation

4.1  Sqrl performs the Agreement to the best of its insight, expertise and ability, and in a professional manner.

4.2  All obligations of Sqrl are obligations to use best efforts (inspanningsverbintenis), not obligations to achieve a specific result. Sqrl does not guarantee any particular commercial outcome.

4.3  Any figures, benchmarks, conversion rates, ROI calculations, pipeline projections or example results communicated by Sqrl (including on its website, in calculators, in proposals or during the engagement) are indicative estimates based on past experience. They are not promises, targets or guarantees, and no rights can be derived from them. Actual results depend on factors outside Sqrl’s control, including the Client’s market, proposition, pricing, sales follow-up and the behaviour of third-party platforms.

4.4  If the Agreement is performed in phases, Sqrl may suspend the parts belonging to a following phase until the Client has approved the results of the preceding phase in writing.

4.5  Stated timelines and delivery dates are indicative and are never strict deadlines (fatale termijnen). If a period is exceeded, the Client must give Sqrl written notice of default and a reasonable period to perform.

Article 5. Client cooperation and information

5.1  The Client provides Sqrl, in good time and free of charge, with all documents, information, access, accounts, approvals and contacts that Sqrl reasonably needs to perform the Agreement.

5.2  The Client is responsible for the accuracy, completeness and lawfulness of the information and materials it provides. Sqrl is not liable for damage resulting from incorrect or incomplete information provided by or on behalf of the Client, unless the inaccuracy was or should have been known to Sqrl.

5.3  If the Client does not provide the required cooperation in time, Sqrl may suspend performance and charge any resulting additional costs, and is not liable for any resulting delay.

Article 6. Engaging third parties

6.1  Sqrl may engage third parties for the performance of the Agreement, including subcontractors, freelancers, data providers, advertising and media platforms and hosting providers, and may pass on the associated costs in accordance with the Order.

6.2  Where a third party enters into a separate agreement directly with the Client, Sqrl is not a party to that agreement and is not liable for the performance of that third party.

Article 7. Changes and additional work

7.1  The Client accepts that changes to the approach, working method or scope of the engagement may affect the agreed timeline and fees.

7.2  If the Client requests changes, Sqrl will make the necessary adjustments. Where this leads to additional work, Sqrl may charge this as additional work, after informing the Client.

7.3  Sqrl does not charge additional costs where the change results from circumstances attributable to Sqrl.

Article 8. Fees and prices

8.1  Fees are set out in the Order and may take the form of a fixed fee, an hourly rate, a subscription fee, or a combination. Unless agreed otherwise, Sqrl charges for time actually spent.

8.2  All fees are exclusive of VAT and of third-party costs (such as media and advertising spend, data and enrichment, and third-party licences), unless stated otherwise.

8.3  Sqrl may adjust its fees once per calendar year, with effect from 1 January, by at most the consumer price index (CPI) published by Statistics Netherlands (CBS) for the preceding year, without prior notice. Adjustments beyond indexation are covered by Articles 18.1 and 30.

8.4  Sqrl may pass on increases that result from law or regulation, or from increases in the cost of third-party services, wages or other inputs that were not reasonably foreseeable when the Agreement was entered into.

Article 9. Payment

9.1  Unless agreed otherwise, invoices must be paid within 30 days of the invoice date, without set-off, suspension or deduction.

9.2  For project-based Services, Sqrl may require an advance payment of 30% of the total quoted price before starting. Subscription fees are invoiced in advance for the agreed billing period.

9.3  If the Client fails to pay on time, the Client is in default by operation of law. Sqrl is then entitled to the statutory commercial interest under article 6:119a of the Dutch Civil Code on the outstanding amount, from the due date until full payment.

9.4  All reasonable costs of collection, both judicial and extrajudicial, are for the account of the Client. Extrajudicial collection costs are due in accordance with applicable law.

9.5  In the event of liquidation, insolvency, attachment or suspension of payment of the Client, Sqrl’s claims become immediately due and payable.

9.6  A dispute about part of an invoice does not suspend the Client’s obligation to pay the undisputed part on time. Payments first reduce costs, then interest, then the principal.

Article 10. Term and termination

10.1  The term of the Agreement is set out in the Order. The term of a Subscription and the rules for its renewal and termination are set out in Article 24.

10.2  An engagement for recurring Services without a fixed term is entered into for an indefinite period. Either Party may terminate it in writing with a notice period of one month, unless the Order states otherwise.

10.3  Termination does not release the Client from payment for Services performed and costs committed up to the effective date of termination.

10.4  Provisions that by their nature are intended to survive termination (including those on confidentiality, intellectual property, liability, data protection and governing law) remain in force after the Agreement ends.

Article 11. Suspension and dissolution

11.1  Sqrl may suspend performance or dissolve the Agreement, in whole or in part, with immediate effect and without liability, if the Client fails to perform any obligation (after written notice of default where required), or if circumstances arise that give Sqrl good grounds to fear that the Client will not perform, or in the event of the Client’s insolvency, suspension of payment, attachment or liquidation.

11.2  If the Agreement is dissolved for reasons attributable to the Client, Sqrl’s claims become immediately due and payable, and Sqrl is entitled to compensation for the damage and costs caused by the dissolution.

11.3  Suspension or dissolution does not affect Sqrl’s other rights under the Agreement and the law.

Article 12. Confidentiality

12.1  Each Party keeps confidential all confidential information it receives from the other Party in connection with the Agreement, and uses it only for the purpose of the Agreement. Information is confidential if it is marked as such or if its confidential nature should reasonably be understood from its content. Sqrl’s methods, models, benchmark data and the Platform are in any event confidential.

12.2  The confidentiality obligation does not apply to information that is or becomes public without breach, that a Party already lawfully held, or that must be disclosed under a legal obligation or court order.

12.3  The confidentiality obligation continues to apply after the Agreement ends.

Article 13. Intellectual property

13.1  All intellectual property rights in the Platform, the Services, and in Sqrl’s methods, models, templates, documentation, know-how and other materials vest in and remain with Sqrl (or its licensors). Nothing in the Agreement transfers any of these rights to the Client.

13.2  Subject to full payment, Sqrl grants the Client a non-exclusive, non-transferable right to use the deliverables and the Platform for the Client’s own internal business purposes, for the term of the Agreement (for the Platform) or as otherwise stated in the Order (for deliverables).

13.3  Client Data remains the property of the Client. The Client grants Sqrl the right to use Client Data to the extent necessary to perform the Agreement, as further set out in Article 27 and the DPA.

13.4  The Client may not copy, modify, reverse engineer, decompile, resell or sublicense the Platform or Sqrl’s materials, except where this is permitted by mandatory law.

13.5  If the Client provides feedback or suggestions about the Platform or Services, Sqrl may use these freely and without compensation to improve its products and services.

13.6  Sqrl may collect and use aggregated and anonymised data derived from use of the Platform and the Services to operate, secure, improve and benchmark its products, provided that no Client or Data Subject is identifiable.

13.7  By entering into the Agreement, the Client grants Sqrl the right to name the Client and to use its name and logo as a reference, including on Sqrl’s website and in its marketing materials. The Client may withdraw this permission at any time by written notice, after which Sqrl will stop further use within a reasonable period.

Article 14. Liability

14.1  Sqrl’s total liability under or in connection with the Agreement is limited as set out in this Article.

14.2  Sqrl is only liable for direct damage. Sqrl is not liable for indirect or consequential damage, including lost profit, missed savings, lost or reduced pipeline, revenue or goodwill, business interruption, reputational damage, or damage resulting from claims by third parties against the Client.

14.3  Sqrl is not liable for damage resulting from: incorrect or incomplete information provided by or on behalf of the Client; the acts, changes, outages, policies or decisions of third-party platforms and services (including advertising networks, social platforms, data providers and hosting providers); or unauthorised use of the Platform by or on behalf of the Client. By approving a concept, draft, deliverable or campaign, or by putting it into use, the Client confirms that it has reviewed it and accepts responsibility for it, and accepts that Sqrl is not liable for damage arising from what the Client has approved.

14.4  If Sqrl is liable for direct damage, its liability is limited to the fees (excluding VAT) paid by the Client under the relevant Agreement in the 12 months preceding the event causing the damage, and in any event to the amount paid out by Sqrl’s insurer in the relevant case. For continuing agreements, only the fees relating to the part that caused the damage are taken into account.

14.5  Any claim against Sqrl lapses if it is not notified in writing within 12 months after the Client became, or could reasonably have become, aware of the event giving rise to it, and in any event 12 months after completion of the relevant work.

14.6  The limitations in this Article do not apply where the damage results from intent (opzet) or deliberate recklessness (bewuste roekeloosheid) on the part of Sqrl’s management.

Article 15. Indemnification

15.1  The Client indemnifies Sqrl against all claims by third parties (including Data Subjects and authorities) that relate to or arise from: the Client Data; instructions given by the Client; the Client’s use of the Platform, Services or deliverables; or any breach by the Client of the Agreement or of applicable law, including data protection and electronic marketing law.

15.2  If Sqrl is held liable by a third party on such grounds, the Client will assist Sqrl and bear all related costs and damage.

Article 16. Force majeure

16.1  A Party is not obliged to perform any obligation if it is prevented from doing so by force majeure. Force majeure includes, in addition to its meaning in law and case law, all external causes, foreseen or unforeseen, beyond a Party’s control, including failures or outages of the internet, hosting, electricity or third-party platforms and services, cyberattacks, data breaches at third parties, strikes, illness of key personnel, pandemics, government measures, and supplier default.

16.2  During force majeure, the Parties may suspend their obligations. If the situation lasts longer than two months, either Party may dissolve the Agreement in writing, without any obligation to compensate the other Party.

16.3  If Sqrl has already partly performed when force majeure occurs, it may invoice the part performed as a separate engagement.

Article 17. Complaints

17.1  The Client must examine the Services and deliverables promptly and notify Sqrl of any complaint in writing within 14 days of discovery, and in any event within 30 days of completion of the relevant work. The notice must describe the alleged shortcoming in as much detail as possible.

17.2  If a complaint is justified, Sqrl will, at its option, perform the relevant work again or credit a reasonable part of the fee, unless this has become demonstrably pointless. A complaint does not suspend the Client’s payment obligations.

Article 18. Amendments, assignment, governing law and disputes

18.1  Sqrl may amend these Terms and Conditions. Sqrl will notify the Client of material changes at least 30 days before they take effect. For continuing Agreements, if the Client does not accept a change that is materially to its detriment, the Client may terminate the relevant Agreement in writing with effect from the date the change takes effect; continued use after the effective date counts as acceptance.

18.2  The Client may not assign or transfer its rights or obligations under the Agreement without Sqrl’s prior written consent. Sqrl may assign or transfer the Agreement to a group company or to a legal entity that continues the Sqrl business (including any future Sqrl entity), and the Client consents to this in advance.

18.3  These Terms and Conditions and all Agreements are governed exclusively by the law of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

18.4  The Parties will first try to resolve any dispute amicably. Failing that, the dispute will be submitted exclusively to the competent court of the District Court of Noord-Holland (Rechtbank Noord-Holland), the Netherlands, unless mandatory law provides otherwise.

18.5  These Terms and Conditions are available in English. If a translation is provided and there is any discrepancy, the English version prevails, unless mandatory law requires otherwise.

Part 2. Services Module

This module applies in addition to Part 1 when Sqrl provides Services to the Client.

Article 19. Scope of the Services

19.1  The Services may include, as specified in the Order: ABM strategy and fundamentals, building a target account list, defining buying groups and personas, campaign planning, content creation, campaign execution, campaign management and optimisation, and reporting.

19.2  Only the Services described in the Order form part of the engagement. Anything not described is additional work within the meaning of Article 7.

Article 20. Phasing and approval

20.1  The Services may be delivered in phases. The Client reviews and approves each phase in writing within a reasonable period. Sqrl may suspend a following phase until the preceding phase has been approved.

20.2  A deliverable is deemed accepted once the Client has approved it, or once the Client has put it into use, or if the Client does not respond within the agreed or a reasonable review period.

Article 21. Media, data and third-party costs

21.1  Advertising and media spend, data and enrichment costs, list and platform fees and other third-party costs are not included in Sqrl’s fees unless stated otherwise, and are charged in addition. Sqrl may require these costs to be pre-funded or paid directly by the Client to the third party.

Article 22. No guarantee of marketing outcomes

22.1  In line with Article 4, the Services are an obligation to use best efforts. Sqrl does not guarantee any number of leads, sales qualified leads, opportunities, pipeline or revenue. Results depend on factors outside Sqrl’s control, including the Client’s proposition, market, pricing and sales follow-up, and the behaviour of third-party platforms.

Part 3. Software (SaaS) Module

This module applies in addition to Part 1 when Sqrl makes the Platform available to the Client as a Subscription.

Article 23. Access and licence

23.1  For the duration of the Subscription, Sqrl grants the Client a non-exclusive, non-transferable and non-sublicensable right to access and use the Platform for the Client’s own internal business purposes, in accordance with the Order and these Terms and Conditions.

23.2  The Platform is provided as a service. The Client receives no copy of the software and acquires no rights in it other than the right of use described above. Where the Order specifies a number of named users, the Client may not exceed that number without Sqrl’s consent.

23.3  The Client is responsible for keeping login credentials confidential and for all use of the Platform through its accounts.

Article 24. Subscription term, renewal and termination

24.1  The Subscription starts and runs for the initial term stated in the Order (by default 6 months). After the initial term, and unless agreed otherwise, the Subscription renews automatically for successive periods of 3 months.

24.2  Either Party may end the Subscription with effect from the end of the then-current term by giving written notice at least one month before that term ends. If no timely notice is given, the Subscription renews under Article 24.1.

24.3  Subscription fees are due for the full term, regardless of the extent to which the Client actually uses the Platform. Early termination by the Client for convenience does not give rise to a refund of fees for the remaining term.

Article 25. Availability, maintenance and changes

25.1  Sqrl uses reasonable efforts to keep the Platform available, but does not warrant that access will be uninterrupted or error-free, unless a separate service level agreement (SLA) has been agreed in writing.

25.2  Sqrl may carry out planned maintenance and will try to schedule it outside peak hours where reasonably possible. Sqrl may perform urgent maintenance at any time.

25.3  Sqrl may modify, add or remove features of the Platform over time. Sqrl will not materially reduce core functionality of the Platform during a paid term without offering the Client a reasonable alternative or, where there is a material detriment, the right to terminate under Article 18.1.

Article 26. Acceptable use

26.1  The Client and its users will use the Platform lawfully and in accordance with the Agreement and any reasonable usage guidelines. The Client will not:

• use the Platform for unlawful purposes or in breach of third-party rights;
• upload unlawful content or Personal Data for which it has no lawful basis;
• attempt to gain unauthorised access to, disrupt, or overload the Platform or its infrastructure;
• reverse engineer, copy or create derivative works of the Platform, except where mandatory law allows;
• breach the terms of any third-party platform (such as a social or advertising platform) when using the Platform, including any rules on data collection and outreach.

26.2  Sqrl may suspend access to the Platform, in whole or in part, if there is a serious breach of this Article, a security risk, or non-payment, after notifying the Client where reasonably possible.

Article 27. Client Data, backup and return

27.1  As between the Parties, Client Data belongs to the Client. The Client grants Sqrl the right to host, process and otherwise use Client Data to the extent necessary to provide the Platform and Services and to comply with the law.

27.2  The Client is responsible for the content and lawfulness of Client Data, including having a valid legal basis for any Personal Data it uploads or instructs Sqrl to process, and for compliance with applicable rules on tracking, profiling, enrichment and electronic outreach.

27.3  Sqrl makes reasonable backups as part of operating the Platform, but this does not relieve the Client of its own responsibility to keep copies of important data.

27.4  After the Subscription ends, the Client may export its Client Data for a period of 30 days. After that period, Sqrl may delete Client Data, subject to the retention and deletion rules in the DPA and any statutory retention obligations.

Article 28. Usage data and analytics

28.1  Sqrl may collect and process technical and usage data relating to the operation and use of the Platform, and may use aggregated and anonymised data to secure, operate, improve and benchmark its products and services, in accordance with Article 13.6.

Article 29. Third-party services and integrations

29.1  The Platform relies on third-party services, including hosting, data enrichment and external platforms. Sqrl is not responsible for the availability, changes, pricing or policies of these third parties, and their changes may affect the Platform.

29.2  If the Client connects the Platform to a third-party service or account, the Client authorises the resulting data exchange and is responsible for complying with that third party’s terms.

Article 30. Subscription fees and price changes
30.1  Subscription fees are set out in the Order, including any mandatory software fee. Subscription fees are invoiced in advance for the agreed billing period and are non-refundable except where these Terms and Conditions or mandatory law provide otherwise.

30.2  Sqrl may adjust subscription fees with effect from a renewal term, by giving written notice at least one month before that renewal term starts. If the increase exceeds the CPI indexation under Article 8.3, the Client may terminate the Subscription with effect from the start of the new term by giving notice within 14 days of the announcement.

30.3  Sqrl may suspend access to the Platform in case of non-payment, in accordance with Article 26.2, without prejudice to the Client’s payment obligations.

Part 4. Data Protection

Article 31. Roles and compliance

31.1  Each Party complies with applicable data protection law, including the GDPR, when performing the Agreement.

31.2  To the extent that Sqrl processes Personal Data on behalf of the Client through the Platform or the Services (for example contact data of decision making unit members, target account data, the Client’s CRM data, and behavioural or touchpoint data relating to the Client’s prospects and website visitors), the Client is the Controller and Sqrl acts as Processor. The separate DPA applies to that processing and forms an integral part of the Agreement.

31.3  To the extent that Sqrl determines the purposes and means of processing for its own account (for example its own product analytics, security, its corporate website and its own marketing), Sqrl acts as Controller and processes Personal Data in accordance with its privacy policy.

31.4  The Client warrants that it has a valid legal basis for the Personal Data it provides and for the processing it instructs Sqrl to carry out, including any tracking, profiling, enrichment and electronic outreach, and that it has provided any required information to Data Subjects. The Client indemnifies Sqrl in accordance with Article 15 for breaches of this warranty.

31.5  International transfers of Personal Data, if any, are governed by the DPA.