GENERAL TERMS AND CONDITIONS CCOMBOX

1. Definitions

1.1 In these general terms and conditions, the following definitions apply:

• a) CCombox: BrandXpansion B.V., established in the Netherlands, Chamber of Commerce: 91826179, trading under the name CCombox and any third parties engaged by CCombox to perform work in connection with the Services;
• b) Client: the natural or legal person acting in the exercise of a profession or business who enters into an agreement with CCombox;
• c) Services: all services and products offered by CCombox, including (but not limited to) AI-driven marketing, content creation, social media management, advertising, SEO, call center/chat services, consultancy and access to the platform;
• d) Agreement: any agreement between CCombox and Client, including amendments, changes and follow-up assignments;
• e) Setup: the initial configuration of the client environment/account(s) and activation of (parts of) the Services, a client analysis and optimization of existing systems;
• f) Platform(s): external parties and systems such as Google, YouTube, Meta/Facebook/Instagram, TikTok, LinkedIn, hosting providers, CMS suppliers and other integration partners.

2. Applicability

2.1 These general terms and conditions apply to all offers, quotations, agreements, deliveries, access to the platform and other services provided by CCombox.

2.2 Deviations from these terms and conditions apply only if CCombox and Client have agreed to them in writing.

2.3 Any (purchase) conditions of Client are expressly rejected and do not apply unless CCombox has accepted them in writing.

2.4 If one or more provisions in these terms and conditions are wholly or partially null and void or voidable, the remaining provisions shall remain fully in force. In such a case, the parties shall agree on a replacement provision that corresponds as closely as possible to the purpose and intent of the original provision.

3. Formation of the agreement

3.1 An agreement is concluded as soon as:

• a) Client signs a quotation or agreement; or
• b) CCombox confirms acceptance of the assignment in writing (including email); or
• c) CCombox actually commences performance of the Services.
• d) Client pays the initial invoice, if and insofar as this is designated in the agreement as an act of acceptance.

3.2 CCombox is entitled to engage third parties (such as freelancers, specialists, call center partners and software suppliers) in the execution of the agreement, without requiring separate consent from Client.

4. Services and scope

4.1 CCombox provides AI-driven marketing services, including but not limited to: automated video content and content generation, publication and management of social media, Google Shopping and Google Car Shopping campaigns, SEO, content marketing and optimizations, call center and chat services, campaign management, reporting and consultancy.

4.2 The content (scope) of the Services is determined by the agreement/quotation, the selected package, the description on the CCombox website and/or additional written agreements.

4.3 Client acknowledges that marketing services are dynamic. CCombox is entitled to adjust the method of execution if, in CCombox's opinion, this is necessary for proper or improved performance, provided that this does not materially alter the core of the service.

5. Setup

5.1 For the (one-time) configuration and preparation of the Services for use, Client owes a setup fee as agreed.

5.2 The setup includes, among other things but not limited to: creating accounts, basic configuration, setting up integrations (where applicable), activating modules and preparing for use.

5.3 The setup fee is non-refundable, regardless of termination, cancellation or Client's failure to (fully) utilize the services.

6. Additional work and change requests

6.1 Activities outside the agreed scope (such as additional videos, extra channels, additional integrations, extensions or specific project requests) constitute additional work.

6.2 Additional work will only be carried out after written confirmation by Client or after explicit assignment via email/platform message.

6.3 Additional work is invoiced on the basis of a fixed price or on a post-calculation basis at an hourly rate of €85 excluding VAT, unless otherwise agreed.

7. Obligations of Client (delivery & cooperation)

7.1 Client shall timely provide all information, materials, approvals and access necessary for the execution of the Services.

7.2 This may include, among other things: logos, corporate identity guidelines, product information, price and inventory data, texts, photos, videos, login credentials and Platform accounts.

7.3 Client warrants that all provided information is complete, accurate and up to date. CCombox is not liable for damage resulting from incorrect or incomplete information from Client.

7.4 If Client provides insufficient, incorrect or late input, CCombox is entitled to suspend execution, adjust deadlines/planning and/or perform work based on reasonable assumptions.

8. Content approval and revisions

8.1 If CCombox submits draft content, advertisements or scripts to Client for approval, CCombox will only publish or activate these after Client has explicitly approved them in writing (including via email or platform). Until such approval is received, the relevant content will not be published or activated and execution of this part will be suspended. Any delay resulting from this is at Client's risk and expense.

8.2 Included revisions per content item are limited to a maximum of 1 revision round, unless otherwise agreed in writing.

8.3 Additional revisions or changes at Client's request may be charged as additional work.

9. AI output and responsibilities

9.1 Client acknowledges that CCombox uses AI technology (including generative models) to create content, scripts, campaigns and analyses.

9.2 CCombox acts to the best of its ability and in accordance with market standards. Nevertheless, AI output may contain inaccuracies, imperfections or interpretation errors. CCombox provides no guarantee that AI output is error-free or complete.

9.3 Client remains ultimately responsible for verifying claims, product information, pricing, delivery times and other content that may have legal or commercial impact.

9.4 CCombox does not guarantee that generated output is completely unique and accepts no liability for similarities with existing content, unless there is intent or conscious recklessness.

10. Best-efforts obligation – no guarantee of results

10.1 CCombox performs its services on a best-efforts basis. There is never a results obligation.

10.2 CCombox provides no guarantee regarding revenue, profit, growth, leads, conversions, visibility, rankings, ad positions, ROAS/ROI, reach, engagement or cost per click/conversion.

10.3 Results depend partly on external factors such as market conditions, competition, Platform algorithms and policies, advertising auctions, quality of supplied input and available budgets.

11. External platforms, accounts and limitations

11.1 Services are (partly) performed via external Platforms. Client acknowledges that CCombox has no control over the availability, operation and policies of these Platforms.

11.2 CCombox is not liable for outages, bugs or downtime of Platforms, changes in algorithms or policies, rejection of advertisements or content, or blocking, restriction or termination of accounts.

11.3 Advertising and social media accounts are preferably managed in Client's name. Client grants CCombox the necessary management rights to perform the Services.

11.4 If Client withdraws management rights, deletes accounts or changes access preventing execution, CCombox is entitled to suspend its activities without liability.

12. Platform penalties, policy violations and indemnification

12.1 Client acknowledges that Platforms maintain their own guidelines and that violations may lead to blocks or sanctions.

12.2 CCombox is not liable for fines, claims, chargebacks, refunds or other damages resulting from Platform measures.

12.3 Client fully indemnifies CCombox against third-party claims (including Platforms and trademark holders) related to Client-supplied or requested content/claims, product offers, pricing, delivery times and use of trademarks, images, music or portraits.

12.4 All legal costs incurred by CCombox in connection with such claims shall be borne entirely by Client.

13. Call center and chat services

13.1 If call center and/or chat services are provided, these are based on guidelines and scripts supplied by Client or prepared by CCombox based on Client input.

13.2 Client remains responsible for correct and current product information, delivery times, prices, offers and other commercial conditions.

13.3 CCombox is not liable for commitments, agreements or commercial obligations arising from information supplied by Client or used by Client.

14. Prices and payment

14.1 All rates are exclusive of VAT unless stated otherwise.

14.2 Setup fees are due once.

14.3 Costs are invoiced weekly in advance unless otherwise agreed.

14.4 Payment must be made within 7 days of invoice date.

14.5 In case of late payment, Client is legally in default. CCombox is entitled to charge statutory commercial interest and extrajudicial collection costs.

15. No pay = no service / suspension and blocking

15.1 If Client fails to pay (on time), CCombox is entitled to suspend its obligations and (temporarily) block access to systems, platform components or campaign execution.

15.2 CCombox is not liable for any damage resulting from suspension or blocking, including loss of revenue, rankings, ad positions or leads.

15.3 In case of default, CCombox is entitled to declare all outstanding amounts immediately due and payable.

15.4 Data and content will be retained for a maximum of 30 days after suspension or termination, after which CCombox may delete them unless mandatory law provides otherwise.

16. Term and termination

16.1 The agreement is entered into for an indefinite period unless otherwise agreed.

16.2 Termination may take place weekly with one week's notice unless otherwise agreed.

16.3 CCombox is entitled to terminate or suspend the agreement immediately in case of non-payment, misuse or serious breach of obligations by Client.

17. Exit, transfer and transfer costs

17.1 Upon termination, management rights and access to systems/accounts will be transferred, terminated or reset within a reasonable period, in consultation with Client.

17.2 Transfer of campaign structures, templates, scripts, prompt libraries, exports or other documentation only takes place if agreed in writing.

17.3 Transfer or export may be charged as additional work.

18. Intellectual property and usage rights

18.1 All intellectual property rights to software, methods, templates, formats, processes and materials remain with CCombox.

18.2 To the extent CCombox generates content, Client receives a non-exclusive license to use such content for its own business activities.

18.3 Client is not permitted to copy or resell CCombox materials without written consent.

19. Confidentiality

19.1 Parties are obliged to maintain confidentiality of confidential information.

19.2 Confidentiality remains in force after termination.

20. Non-solicitation (staff/freelancers)

20.1 Client is not permitted during the term of the agreement and for 12 months thereafter to approach CCombox employees, freelancers or engaged third parties for employment or assignments without CCombox's consent.

20.2 In case of violation, Client forfeits an immediately payable penalty of €10,000 per violation, plus €1,000 per day for each day the violation continues.

21. Liability

21.1 CCombox is not liable for indirect damage, consequential damage, lost revenue or profit, business interruption, reputational damage, data loss, loss of leads, ranking loss or decline in advertising performance.

21.2 CCombox's total liability is limited to the amount paid by Client to CCombox in the preceding 12 months.

21.3 Liability applies only if Client has given CCombox written notice of default and CCombox has had a reasonable period to remedy.

22. Force majeure

22.1 Force majeure includes, among other things: internet/hosting/telecom outages, cybercrime, illness, government measures, strikes and disruptions or limitations at Platforms.

22.2 If force majeure lasts longer than 30 days, both CCombox and Client are entitled to terminate the agreement in writing without liability.

23. No cure no pay excluded

23.1 No no-cure-no-pay applies to the agreement. Client owes payment regardless of results.

24. Written form and communication

24.1 "Written" also includes: email, WhatsApp, digital communication via the platform and other digital channels used by CCombox and Client for execution of the agreement.

25. Applicable law and disputes

25.1 Dutch law applies to all agreements and these terms and conditions.

25.2 Disputes shall be submitted to the competent court in the Netherlands.

26. GDPR / Privacy Policy

26.1 CCombox processes personal data in accordance with the General Data Protection Regulation (GDPR) and other applicable privacy legislation.

26.2 The manner in which CCombox handles personal data, security measures, retention periods, roles and responsibilities (including data controller and processor), and data subject rights are set out in a separate document, being CCombox's GDPR/Privacy Policy.