General Terms and Conditions

Last Updated: 2024-09-06 

1. Introduction 

These General Terms and Conditions ("Terms") govern the use of services provided by Naitive, located at Fruitweg 50, 2321DH, Leiden, The Netherlands, and registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 63595842. These Terms provide a general framework for service delivery but do not replace specific obligations set forth in individual Master Agreements or Work Assignments signed between Naitive and the Client. By using Naitive’s services, you agree to these Terms. 

2. Definitions 

Client: Any individual or entity that engages with Naitive for services. 
Services: AI-powered content creation, link-building, and related digital services. 
Master Agreement: The overarching agreement between Naitive and the Client. 
Post Planning: A detailed content plan that requires Client approval. 
Work Assignment/Purchase Order: A binding agreement initiated once a Post Planning is greenlighted by the Client. 

3. Applicability

 
These Terms govern all interactions between Naitive and its Clients. While they form the general framework of service provision, specific terms in the Master Agreement or Work Assignment take precedence where applicable. 

4. Service Description 

Naitive provides professional digital content services, including AI-powered content creation, link-building strategies, SEO optimization, and multilingual support. The specific scope, timeline, and deliverables are outlined in a Post Planning, which will be confirmed by the Client. Services may include, but are not limited to: 

Content Creation: Custom articles, blog posts, guest posts, and advertorials designed to meet SEO and content marketing goals. 

Linkbuilding: Strategies to improve search engine rankings through backlink generation.

 
Language Services: Content creation in over 15 languages, supported by human translation and localization services.

 
Naitive tailors these services to meet Client-specific needs, incorporating both AI automation and human editorial review for high-quality output.

5. Formation of the Agreement

A Master Agreement governs the overall relationship between Naitive and the Client, setting the foundation for future Work Assignments. A Work Assignment is created when the Client greenlights a Post Planning, initiating a binding order. 

6. Client Obligations 

The Client agrees to provide necessary information, approvals, and cooperation throughout the project to ensure effective service delivery. Delays caused by the Client’s inaction, such as late approvals or missing information, may result in revised deadlines or additional charges. 

7. Pricing and Payment Terms 

All prices are listed in EUR and are exclusive of VAT unless otherwise stated. Payments are due within 14 days of the invoice date. In case of late payment, statutory interest may be charged, along with collection fees. If payment is delayed beyond 30 days, Naitive reserves the right to engage collection agencies or pursue legal action, with all additional collection costs borne by the Client. 

8. Execution of the Agreement 

Once a Post Planning is greenlighted by the Client, Naitive will begin execution. This involves scheduling resources, including copywriters, editors, and other professionals, to meet the agreed timelines. Naitive endeavors to meet deadlines as outlined in the Post Planning, but timelines are subject to adjustments based on Client feedback, availability of third-party resources, or other unforeseeable delays. 

Naitive reserves the right to engage subcontractors or third-party vendors as necessary to deliver services, ensuring all contributors maintain the same level of professionalism and quality. If Naitive initiates a deadline change due to internal factors, Naitive will inform the Client and negotiate a new timeline. 
The Client agrees to provide timely feedback, approvals, and any other necessary cooperation to ensure smooth execution of services. Delays caused by the Client’s failure to cooperate may result in a rescheduling of deadlines or additional fees. 

9. Modifications to Services 

Once a Post Planning has been confirmed, the scope of services is considered final. However, Clients may request modifications to the Post Planning or the nature of the services after confirmation. Such changes must be agreed upon in writing, and any additional costs or delays caused by these modifications will be charged to the Client. 

Naitive will notify the Client if changes affect the expected delivery schedule or pricing. Modifications include, but are not limited to: 

• Changes in the volume of content to be produced.
• Alterations to SEO targets or keyword strategies. 
• Revisions based on new marketing objectives. 

These adjustments are only valid when confirmed by both parties.

10. Delivery and Deadlines 

Delivery timelines are determined during the Post Planning stage. While Naitive commits to adhering to these deadlines, they are estimates rather than guarantees. Factors that could influence delivery timelines include:

• Delayed Client feedback or approvals. 
• Technical issues beyond Naitive’s control. 
• Dependencies on third-party platforms, tools, or subcontractors. 

Should a delay be foreseen, Naitive will notify the Client as soon as possible and propose a new delivery schedule. If the delay is caused by the Client (e.g., delayed approvals or insufficient information), Naitive reserves the right to adjust the timeline without penalty. 

11. Cancellation of Confirmed Work Assignments 

Once a Post Planning is confirmed by the Client, Naitive begins resource allocation for the project, including staff scheduling, content planning, and tool deployment. If the Client chooses to cancel the order after confirmation but before delivery, Naitive may, at its sole discretion, charge up to 50% of the total order price. This charge is intended to cover costs incurred due to resource allocation and preparatory work. 

The exact percentage charged will depend on how much preparatory work has been completed by Naitive at the time of cancellation. Naitive will provide a breakdown of incurred costs to justify the cancellation fee. 

12. Confidentiality 

Both Naitive and the Client agree to maintain confidentiality regarding any proprietary or sensitive business information exchanged in the course of service delivery. Confidential information includes, but is not limited to, business strategies, marketing plans, and proprietary tools or methodologies. 
This obligation remains in effect for five years following the termination of the relationship, unless otherwise agreed in writing. Naitive will ensure that any third parties involved in the service delivery process are also bound by confidentiality agreements.

13. Intellectual Property Rights 

Naitive retains full ownership of all intellectual property (including copyright) created during the provision of services until full payment for those services has been received. Upon receipt of full payment, the Client will be granted a non-exclusive, perpetual license to use the delivered content for the purposes outlined in the Master Agreement or Post Planning. 

This license does not grant the Client the right to modify or resell the content, unless specifically agreed in writing. Naitive reserves the right to reuse any processes, templates, or non-Client-specific materials developed during the project in future work with other clients. 

14. Non-Solicitation Clause 

The Client agrees not to hire or directly engage any Naitive employees, freelancers, or subcontractors for a period of 12 months after the agreement's termination unless otherwise agreed in writing. Any breach of this clause may result in liquidated damages equal to EUR 25,000 per incident or other compensatory measures. 

15. Termination of the Agreement 

The Master Agreement may be terminated by either party with 30 days' written notice. Work Assignments are binding once confirmed by the Client and are subject to cancellation fees as outlined in Article 11.

16. Liability 

Naitive’s liability for any direct damages suffered by the Client as a result of service delivery is limited to the amount invoiced for the specific Work Assignment. Naitive is not liable for indirect damages, including:

• Loss of profit. 
• Loss of business opportunities. 
• Loss of data. 

Naitive’s liability does not extend to damages caused by Client actions, including failure to provide accurate information or failure to follow agreed processes. Naitive shall not be liable for damages arising from third-party services or vendors, even if contracted to perform part of the service, unless such damages are due to Naitive’s gross negligence. This limitation does not apply in cases of willful misconduct or gross negligence. 

17. Complaints and Disputes 

Any complaints regarding the services provided must be submitted in writing to Naitive within 14 days of the delivery of the relevant content. Naitive will assess the validity of the complaint and respond within a reasonable timeframe. If the complaint is deemed valid, Naitive will either rectify the issue, provide a replacement service, or offer a refund proportional to the dissatisfaction. 
In the event of disputes arising from these Terms, Naitive and the Client will first attempt to resolve the matter amicably through negotiation. If this fails, disputes will be submitted to the competent courts in The Hague, in accordance with Dutch law. 

18. Force Majeure 

Naitive is not responsible for delays or failures in service delivery caused by force majeure events, which include but are not limited to:

• Natural disasters. 
• Government actions. 
• Pandemics. 
• Strikes or labor disputes. 
• Systemic failures or interruptions in internet service or third-party platforms. 
   
  If a force majeure event prevents Naitive from fulfilling its obligations, Naitive will notify the Client as soon as possible, and both parties will work together to find a reasonable alternative. Once the force majeure event has concluded, Naitive will make reasonable efforts to resume services promptly and communicate new timelines or adjustments required to meet the Client’s needs. In such cases, Naitive may suspend or terminate the agreement without liability. This clause applies mutatis mutandis to the Client and its obligations towards Naitive.

19. Data Protection 

If a force majeure event prevents Naitive from fulfilling its obligations, Naitive will notify the Client as soon as possible, and both parties will work together to find a reasonable alternative. Once the force majeure event has concluded, Naitive will make reasonable efforts to resume services promptly and communicate new timelines or adjustments required to meet the Client’s needs. In such cases, Naitive may suspend or terminate the agreement without liability. 

20. Applicable Law and Jurisdiction 

These Terms are governed by Dutch law, and any disputes will be resolved in the competent courts of The Hague. Naitive and the Client agree to submit any disputes that cannot be resolved amicably to the jurisdiction of these courts. 

21. Amendments to the Terms 

Naitive reserves the right to update these Terms periodically. Clients will be informed of any material changes, and continued use of the services will imply acceptance of the updated Terms. It is the Client’s responsibility to regularly review these Terms to stay informed of any updates. 

22. Discounts and Promotions 

Discounts or promotional offers provided by Naitive are valid only for the initial term of service unless otherwise specified. Discounts do not apply to renewals or subsequent projects unless agreed in writing. Any promotional terms are considered non-transferable and must be used within the defined promotional period. 

23. Severability 

If any provision of these Terms, the Master Agreement, or any Work Assignment is found to be invalid, illegal, or unenforceable under applicable law, such provision will be deemed modified to the minimum extent necessary to make it enforceable. If modification is not possible, the offending provision will be deemed deleted, but this will not affect the validity or enforceability of the remaining provisions. The parties agree to replace any invalid provision with a valid one that closely reflects the original intent. 
 

24. Final Provisions

By using Naitive’s website, engaging in our services, or continuing to use our services after updates to these Terms, you acknowledge and agree to these General Terms and Conditions, together with any Master Agreements and Work Assignments. These Terms represent the entire agreement between Naitive and the Client concerning the services provided. No other agreements, representations, or promises shall apply unless agreed in writing by both parties.