TERMS & CONDITIONS

1. GENERAL PROVISIONS

These Terms and Conditions ("Terms") govern the provision of marketing consulting services by Marketing Upgrade ("Service Provider") to clients ("Client"). By engaging with Marketing Upgrade services, you agree to be bound by these Terms. These Terms are subject to Dutch law (Dutch Civil Code, Book 7) and comply with GDPR requirements.

Service Provider Details:
Marketing Upgrade
Based in: Netherlands (CET)
Services: Marketing consulting, strategy, and execution

2. SERVICES DESCRIPTION

Marketing Upgrade provides the following services:

  • Product Market Fit (PMF) Audit
  • Prototype Creation and Validation
  • Full Launch Package (Strategy + Execution)
  • Marketing Done For You (Retainer Services)
  • Scaling CMO (Fractional Chief Marketing Officer)
  • Marketing Department (Full Team Building)

Services are provided on an as-agreed basis. The specific scope, timeline, and deliverables will be outlined in individual service agreements or Calendly booking confirmations.

3. PAYMENT TERMS

Payment Obligations:

  • Payment is due upon invoice issuance unless otherwise agreed
  • Invoices must be paid within 14 days (net 14)
  • Late payments incur interest at 6% per annum (Dutch statutory rate)
  • All prices are in EUR and exclude applicable VAT (21% in Netherlands)
  • Retainer services are billed monthly in advance

Payment methods include bank transfer. Invoices will be provided in compliance with Dutch tax law.

4. ROI GUARANTEE ("NO ROI = NO INVOICE")

Eligibility Criteria: The ROI Guarantee is available exclusively to qualified applicants who meet the following requirements:

  • Elite Tier (Score 35-40): Guarantee Unlocked immediately upon engagement
  • High Potential (Score 25-34): Provisional Guarantee requiring completion of a 2-week "Velocity Trial" before ROI lock
  • Systemic Risk (Score 15-24): No Guarantee available; recommend "CMO Scaling" to build infrastructure first
  • Below 15: Unqualified for guarantee; provided with "Knowledge Assets" (Newsletter/Course) to build readiness

Guarantee Terms:

  • ROI is measured as incremental revenue directly attributable to Marketing Upgrade's strategies and execution
  • Measurement period begins after the "Velocity Trial" (if applicable) and extends for the duration of the engagement
  • Client must implement recommendations within 48 hours ("48-Hour Rule") to maintain guarantee eligibility
  • Client must provide accurate, timely access to analytics, CRM, and financial data for ROI verification
  • If measurable ROI is not achieved within the agreed timeframe, Client is not obligated to pay for services rendered during that period

Guarantee Exclusions:

  • Client fails to implement recommendations within the 48-hour window
  • Client provides inaccurate or incomplete data
  • External market disruptions (economic crisis, regulatory changes, force majeure)
  • Client changes business model, pricing, or product offering without prior consultation

Dispute Resolution: In the event of a dispute regarding ROI measurement, both parties agree to third-party audit by a mutually agreed-upon analytics firm. The audit findings are binding.

5. INTELLECTUAL PROPERTY RIGHTS

Client IP: All intellectual property created specifically for the Client (strategies, reports, custom frameworks) becomes the property of the Client upon full payment.

Service Provider IP: Marketing Upgrade retains ownership of pre-existing methodologies, templates, tools, and general frameworks. The Client receives a non-exclusive license to use these materials for their business purposes.

Confidentiality: Both parties agree to maintain confidentiality regarding proprietary information shared during the engagement, except as required by law.

6. LIMITATION OF LIABILITY

No Guarantees: Marketing Upgrade provides consulting and execution services on a best-efforts basis. Results depend on market conditions, Client implementation, and external factors beyond Service Provider's control.

Liability Cap: Marketing Upgrade's total liability for any claim arising from this agreement shall not exceed the fees paid by the Client in the 12 months preceding the claim.

Excluded Damages: Neither party is liable for indirect, incidental, consequential, or punitive damages, including lost profits or business interruption.

7. TERMINATION

Project-Based Services: Cannot be terminated once started without forfeiting payment.

Retainer Services: Either party may terminate with 30 days written notice. Payment obligations for the notice period remain due.

Upon termination, all Client data and deliverables will be provided within 10 business days.

7. DISPUTE RESOLUTION

These Terms are governed by Dutch law. Any disputes arising from this agreement shall be resolved through:

  1. Good faith negotiation between the parties
  2. Mediation (if negotiation fails)
  3. Arbitration or court proceedings in the Netherlands (Dutch courts have jurisdiction)

The Client consents to the exclusive jurisdiction of Dutch courts.

8. MODIFICATIONS TO TERMS

Marketing Upgrade reserves the right to modify these Terms at any time. Changes will be effective upon posting to the website. Continued use of services constitutes acceptance of modified Terms. Clients will be notified of material changes via email.

9. CONTACT INFORMATION

For questions regarding these Terms, please contact:
Email: [email protected]
Location: Netherlands (CET)
Last Updated: December 21, 2025