The rules for working together between SharpClicks and its clients: from quotes and subscriptions to payment, ownership and disputes. This is version 2026-10-26.
A summary to make reading easier. If it differs from the articles, the articles apply.
1.1SharpClicks is the trade name of the sole proprietorship (eenmanszaak) of Jesse Scherpen, located at Krimweg 34A, 7741 NB Coevorden, the Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 84939842, VAT number NL004034939B94. In these terms, SharpClicks is also called "we" or "us".
1.2In these terms:
2.1These terms apply to all quotes, agreements, services, products and projects of SharpClicks with business clients. Also to follow-up assignments and additional work.
2.2Are you a consumer, so you are not acting in the course of your trade or business? Then these terms apply only as far as the law allows. You always keep the rights the law gives you as a consumer. For example the right to withdraw from a distance contract within 14 days, and the right to terminate an assignment (article 7:408 BW).
2.3Your own terms, such as purchasing terms, do not apply. This is only different if we agree so per project, in writing and explicitly.
2.4If the documents of an agreement conflict, this order applies. What is higher prevails:
For everything else, these terms continue to apply.
2.5If the quote names a partner as your own contracting party, these terms do not apply to the agreement with that partner. See article 21.
2.6Deviating from these terms is only possible in writing, with the approval of both you and SharpClicks. A deviation in the quote counts as such an arrangement.
3.1A quote sets out what we do, the price and the timelines. If it states a "valid until" date, the offer stands until that date. If it does not, the quote is valid for 30 days after the quote date, and we may withdraw it as long as you have not yet accepted it.
3.2After that period the quote lapses, unless we extend the period in writing. If a quote contains a mistake or typing error that you could reasonably have noticed, we are not bound by it.
3.3A combined price, meaning several items for one amount, does not oblige us to do part of the work for part of the price. A quote does not automatically apply to later assignments or additional work.
3.4The agreement is formed as soon as you accept the quote. You can do that in any of these ways:
3.5Did you first approve by email, and do you then approve these terms or an annex, for example in the client workspace? Then from that moment they also apply to the assignment you approved by email.
3.6If the quote contains a choice, for example between a pilot and the full assignment, what you choose when approving applies.
3.7Whoever approves or signs on behalf of your business declares that they are authorised to do so.
3.8If your acceptance differs from the quote, even on minor points, we are not bound by it. The agreement is then not formed as you changed it, unless we confirm that in writing.
3.9In the client workspace you see before signing what you sign: the quote number and the version of each document. If you want to correct something, you go back. After signing you receive by email the quote, the documents in the version you signed, and an evidence sheet. You can also download them in the client workspace. If we conclude the agreement electronically with a business client, article 6:227b(1) and article 6:227c BW do not apply.
4.1The signature in the client workspace is an electronic signature within the meaning of article 3:15a BW. You and SharpClicks agree that this signature has the same effect as a signature on paper.
4.2The client workspace records what happens in a log. For example:
At the important steps we also store your IP address and your browser. How long we keep that is set out in the privacy policy (articles 6.6 and 6.7).
4.3When you sign, a timestamping service places a timestamp on the evidence sheet (RFC 3161).
4.4You and SharpClicks accept the electronic signature, the log of the client workspace and the timestamp as evidence of what was shown, chosen and signed, and when. That evidence applies between us, unless one of us proves otherwise.
4.5After signing you receive by email a copy of everything you signed, with the fingerprint of the evidence sheet. That lets you check for yourself that nothing was changed later.
5.1We do the work to the best of our ability and in line with good workmanship. That is an obligation of effort. We promise a result only if the quote describes it clearly.
5.2We keep you informed of progress. If you work with the client workspace, you also see the status there.
5.3We set timelines to the best of our knowledge, based on what we knew when we concluded the agreement. They are not strict deadlines. If we risk missing a timeline, we report it as soon as possible and propose a new timeline that can be met. A missed timeline does not give you a right to compensation, termination or suspension, unless SharpClicks acted with intent or deliberate recklessness.
5.4We may engage subcontractors and specialists if that is necessary or better for the work. Articles 7:404, 7:407(2) and 7:409 BW do not apply. The work therefore does not have to be done by one specific person. See also article 21.
5.5A project sometimes changes along the way. We record changes together in writing. They can change the price and the timelines (article 7).
6.1You provide us in good time with the data, documents, access and answers we need. You guarantee that they are correct and complete, also if they come from someone else.
6.2You give access to your own software by inviting us as a user, or with a separate key for SharpClicks that you can revoke yourself. You keep your passwords. We never ask for them.
6.3You arrange and pay for licences and access with your own software suppliers, such as for your CRM.
6.4You appoint a fixed contact person who may make decisions and has time for our questions. If that person is not available in time, the schedule may shift.
6.5If a test environment of your own systems is needed, you provide it. You clean up or anonymise the data in it before we get access.
6.6If we do not receive data or access, or not in time, or not as agreed, we may suspend the work. We charge the extra hours and costs at the hourly rate in the quote. We are not liable for damage caused by our being unable to deliver, or to deliver on time, as a result.
7.1Additional work is everything outside the quote. For example:
7.2If you want to change or add something, you ask in writing. We tell you what it means for the price, the schedule and what is technically possible.
7.3We only start additional work once you have approved the price. We charge additional work at the hourly rate in the quote, or otherwise our hourly rate at that time, unless we agree a fixed price.
7.4Additional work can extend the timelines. A timeline that shifts because of it does not give a right to compensation or termination.
7.5We record an agreed change as an addition to the agreement. These terms also apply to it.
8.1When the work is finished, we deliver it. That can be by a demonstration, by access to a test or live environment, or by a message and documentation.
8.2After delivery you have 14 days to test the work, unless the quote states a different period. You report defects within that time, in writing and as precisely as possible.
8.3The work is accepted as soon as:
8.4If the work does not materially meet what the quote says, we adjust it free of charge. Minor defects that do not materially hinder use are no reason to refuse acceptance. We fix those within a reasonable time.
8.5Taste, new insights and wishes outside the quote do not fall under free repair. Changes after acceptance are a new assignment or additional work (article 7).
8.6After acceptance and full payment we give you the files, access and documentation that belong to the project, such as source files, licence keys and instructions for later maintenance. This does not apply to a system in a subscription: that stays with SharpClicks (article 9).
8.7A website or system only goes live after full payment, unless the quote says otherwise.
8.8After delivery we help with technical problems and with use, for the period stated in the quote.
9.1A system that SharpClicks builds for you and that keeps running at SharpClicks is always a subscription. You pay a monthly amount, as stated in the quote.
9.2The monthly fee includes the hosting, maintenance and management of the system. There are no extra costs on top, unless the quote says otherwise.
9.3With a subscription, we maintain the system, fix faults and adjust it when that is needed to keep it working. Also when software from another party changes. New wishes are additional work (article 7).
9.4We do our best to keep the system available as much as possible. We promise a fixed availability only if the quote states one. We announce planned maintenance in advance, and do it outside office hours where possible. We are not liable for outages caused by faults at hosting, internet or other parties outside our control.
9.5We invoice the monthly fee monthly in advance. We may adjust the monthly fee: once a year in line with the consumer price index (CPI), and when a service the system runs on becomes considerably more expensive. We announce a new amount by email at least 14 days before it takes effect. If you do not agree to it, you can terminate the subscription with effect from the day the new amount takes effect.
9.6The system remains the property of SharpClicks. For the duration of the subscription you get the right to use it for the purpose stated in the quote. That right is non-exclusive. Anything the quote agrees otherwise prevails.
9.7A subscription runs per month, for an indefinite period, unless the quote says otherwise. You and SharpClicks can terminate it in writing with one month's notice, at the end of a billing period, unless the quote states a different period.
9.8After the subscription ends, your right to use the system lapses, and we shut it down. You may keep using what the system already made for you, such as published articles, lists, emails and the contacts in your own systems. Anything that only works while the system runs stops when the subscription ends. An example: the system prepared an email in your CRM. That email and the contact stay there, but the button to send it automatically no longer works. On request you get back your own data and the materials you supplied.
9.9For a website you can take out a subscription for hosting and maintenance. You may move the website to another party. After the move and the end of the notice period, you no longer pay a monthly fee. If we help with the move, we charge it at the hourly rate, unless the quote says otherwise.
9.10A system that we build once and that runs in your own environment is not a subscription. After delivery you then monitor yourself whether it keeps working properly, and you make backups of your own systems. Adjustments due to changes at other parties are then additional work. A maintenance arrangement can be included in the quote.
10.1A system works together with software and services of other parties, such as your CRM, a hosting party or an AI model. It only works as well as that software is available and stable. We build and maintain the connection, not that software itself.
10.2We are not liable if a system temporarily or permanently does not work because of:
With a subscription, we adjust the system as article 9.3 says. Without a subscription, that is additional work.
10.3How fast a system processes data depends on the capacity and limits of the software it works with. We do not promise a fixed speed.
10.4If SharpClicks supplies software or products of other parties, you get a licence on their terms. You comply with those terms, as far as they apply to what you use. You take out licences for your own software yourself. We are not responsible for limitations or changes imposed by other parties.
11.1A system can make texts, images or emails with AI models of other parties. We have no influence on how those models work and change. Where personal data is involved, the AI services we use are on the list of sub-processors in the data processing agreement.
11.2AI works with probabilities and patterns. What it makes can therefore contain errors, be one-sided, or differ for the same request. We set up the models as well as we can for your purpose, but we do not promise that everything is correct or complete.
11.3What a system makes is a draft. We present it to you. You read it and approve it before it is published or sent.
11.4You are responsible for everything that is published or sent after your approval. If you choose to let a system publish or send automatically, without approving each item, that counts as approval. We are not liable for errors in what you approved, nor for decisions you make based on what AI made.
11.5We set up the AI services so that your data is not used to train public AI models, as far as that is technically possible and unless we agree otherwise.
11.6You do not use the systems for anything that breaks the law or the usage rules of the AI providers. If a system makes decisions that affect people, you make sure you comply with the GDPR, such as the right to human intervention.
11.7The law on rights in work made by AI is still developing. As far as there are rights in such work, article 15 applies.
12.1With blog automation, a system makes articles for your website, according to the package in the quote: a fixed number of articles per month.
12.2Articles you do not use in a month do not carry over to the next month, unless we agree otherwise.
12.3If you want a different package, you tell us in writing, no later than 14 days before the end of the calendar month.
12.4Each article first comes to you as a draft. You check whether it is correct, fits your tone and may be published (article 11.4).
12.5We make the articles suitable for search engines. We do not promise a position in Google, a number of visitors, or how fast an article appears in a search engine. The search engines decide that themselves.
12.6If the system uses your own website to choose topics, you make sure it is reachable and up to date. We are not responsible for errors caused by outdated or incorrect information on your own channels.
13.1With cold outreach, a system finds businesses and prepares emails for you. You receive the businesses found and the emails.
13.2You send the emails yourself, from your own domain. You are the sender. SharpClicks does not send emails on your behalf.
13.3As the sender, you are responsible yourself for the rules that apply to contacting businesses and people, such as the rules on unsolicited email and on calling, and privacy law. SharpClicks finds and enriches the data on your behalf and only for you. For the personal data in it, SharpClicks is your processor (article 20).
13.4For cold outreach, the Cold Outreach Annex also applies. It contains your declarations as sender.
14.1Prices are in euros, excluding VAT and other government levies, unless explicitly stated otherwise.
14.2The price is based on what the quote says.
14.3We only ask for an advance payment if the quote says so. The quote also says how you pay, for example in one go, in two parts or in three parts.
14.4We send invoices by email or place them in the client workspace. You pay within 14 days of the invoice date, unless the invoice or the quote states a different term.
14.5If you do not pay on time, you are in default without us first having to send a notice of default. From that moment you pay the statutory commercial interest on the outstanding amount. The reasonable costs of collecting the amount, such as those of a collection agency, are for your account.
14.6As long as you do not pay, we may suspend the work, including a running system and the publishing of content. We are not liable for damage caused by that suspension.
14.7What we supply remains the property of SharpClicks until you have paid everything. If you do not pay in full, we may reclaim products supplied.
14.8If we do not meet the agreed timeline or the agreed requirements, we can refund part or all of the amount. That depends on the circumstances.
15.1All rights in what SharpClicks makes remain with SharpClicks until you have paid all invoices for that project.
15.2Websites. A website that SharpClicks builds for you becomes yours after full payment. That also applies if you then pay monthly for hosting and maintenance. If a partner builds the website as its own contracting party, article 21.6 applies.
15.3Systems in a subscription. A system in a subscription remains the property of SharpClicks. You get a right of use for the duration of the subscription (article 9.6).
15.4One-off custom work. What we build specifically for you and deliver once, such as software or a system in your own environment, transfers to you after full payment, for the purpose stated in the quote.
15.5If rights transfer (15.2 and 15.4), we record that in a deed of assignment that you and SharpClicks both sign.
15.6What always remains SharpClicks'. Methods, know-how, general building blocks and tools that we use or develop remain the property of SharpClicks. We may use them for other assignments, and build similar systems for others, without your confidential information or trade secrets. Software of other parties and AI models never transfer.
15.7Other arrangements. The quote or an annex can arrange things differently. For example, the Video and Photo Annex governs the rights in images that a partner makes. What it says in writing prevails (2.4).
15.8You use what we supply only for the purpose stated in the quote. Copying, distributing or selling it beyond that is only allowed with our written permission. This does not apply to what has become yours.
15.9What you supply, such as logos, texts, images and lists, you are allowed to use: it is free of rights of others, or you have permission. You indemnify SharpClicks against claims by others about it.
15.10If you infringe our rights, we may take appropriate steps. The costs and damage of that are for your account.
16.1We may show the work we did for you in our portfolio, on our website and on social media. For example with screenshots, a description of the work and the technologies we used. In doing so we mention your name and logo, unless you tell us in writing that you do not want that.
16.2We only mention confidential information, figures and results of your business with your approval.
16.3For a website that SharpClicks supplies, we may place our name or logo in the footer after delivery.
16.4For video and photo, including with people in the picture, the arrangements in the Video and Photo Annex apply.
17.1If SharpClicks fails to perform, we compensate only direct damage. Direct damage is only:
17.2Our total liability is limited to what you paid under that agreement, excluding VAT. If the agreement runs for longer than six months, the cap is what you paid in the six months before the cause of the damage.
17.3We are not liable for indirect damage. This includes consequential damage, lost profit, missed savings, loss of goodwill, damage from business interruption and damage from claims by your own clients. Nor for damage from decisions you made based on what we supplied.
17.4We are not liable for loss, damage or destruction of data or documents in your own systems or in those of others.
17.5We are also not liable for damage caused by faults or changes in software and services of other parties (article 10), by what AI makes (article 11), or by incorrect or incomplete information from you (article 6).
17.6You are responsible for what you approved (article 11) and for sending in cold outreach (article 13). You indemnify SharpClicks against claims by others arising from the data or materials you supplied, such as claims about privacy or intellectual property.
17.7The limitations in this article do not apply in the case of intent or deliberate recklessness of SharpClicks.
17.8A claim for damages against SharpClicks lapses 12 months after it arose, unless you start legal proceedings within that time.
17.9If we are liable, we look for a solution together. For example by fixing errors, redoing the work or reimbursing direct costs.
18.1Force majeure is any circumstance beyond SharpClicks' control that prevents the work temporarily or permanently, and that could not be foreseen when the agreement was concluded. Besides what the law and case law call force majeure, it includes in any case:
18.2If Jesse Scherpen or the partner doing the work falls ill, or someone close to them dies, that also counts as force majeure. We tell you as soon as possible about the situation and the expected delay, and we agree a new timeline together. We pay no compensation for damage caused by that delay.
18.3Whoever is affected by force majeure notifies the other as soon as possible in writing, with an explanation. During force majeure we suspend our obligations. We look for a solution together, such as a different schedule or a temporary stop.
18.4If the force majeure lasts longer than 30 days, you and SharpClicks may terminate the agreement in writing, without compensation.
18.5If we already did part of the work, we may invoice that part separately. You pay that invoice as if it were a separate agreement.
18.6Neither of us is liable for damage caused by force majeure.
19.1You and SharpClicks keep confidential what the other shares in confidence. Confidential is what the other calls confidential, or what is clearly confidential by the nature of the information. For example data on clients and staff, business plans and technical details of systems.
19.2We use information from or about you only for the purpose for which you gave it, such as carrying out the assignment, unless you consent to other use.
19.3We protect data with appropriate technical and organisational measures against unauthorised access, change, disclosure or destruction.
19.4We only share confidential information with others if that is needed for the assignment, or if the law requires us to. For example with a subcontractor, or with a supplier on the list of sub-processors. They keep to the same confidentiality. You hear in advance which partners work on your assignment (article 21.3).
19.5If we receive confidential information from others who work on the project, we protect it just as well.
19.6Confidentiality continues to apply after the agreement ends.
20.1If SharpClicks processes personal data for you, we conclude a data processing agreement about it. It belongs with the quote. You approve it separately, for example in the client workspace, before you provide files or answers containing personal data.
20.2For that data, you are the controller and SharpClicks is the processor. That also applies to cold outreach: SharpClicks finds and enriches the data only on your behalf, and does not use it for itself or for other clients.
20.3The data processing agreement also covers the sub-processors, security, what happens in a data breach, and what happens to the data afterwards. In a data breach in systems that SharpClicks manages itself, we tell you without delay and help with the notifications.
20.4You guarantee that you are allowed to have the personal data you give us processed as the assignment requires.
20.5How SharpClicks itself processes personal data, for example in the client workspace (the signature, the IP address and the browser as evidence, and your uploads), is set out in the privacy policy at sharpclicks.nl/privacybeleid. It also sets out the retention periods and your rights, such as access, correction and deletion.
21.1If a partner works as SharpClicks' subcontractor, SharpClicks remains your contracting party. The partner may discuss the schedule and the performance of the work with you directly. Prices, quotes, additional work and invoices go through SharpClicks, unless the quote says otherwise.
21.2The partner's own terms also apply to the partner's work, if the quote or an annex says so. For a partner's work, SharpClicks is not liable beyond what the partner itself is liable for towards SharpClicks, and never beyond article 17.
21.3We choose subcontractors carefully. You hear in advance which partner works on your assignment. Subcontractors who see your data keep to the same rules on confidentiality and data protection as SharpClicks. If you would rather we did not work with a subcontractor, discuss it with us in writing.
21.4If the quote names a partner as your own contracting party, you conclude two agreements: one with SharpClicks and one with that partner. Each with its own terms and its own approval. For example for a website that the partner builds.
21.5These terms then do not apply to the agreement with the partner. The partner's terms apply to it. For that partner's work, SharpClicks is not a contracting party and not liable. Articles 21.1 to 21.3 do not apply there.
21.6If the partner builds the website, the agreement with the partner governs who holds the rights in the website. Articles 15.2 and 16.3 then apply only to what SharpClicks itself supplies.
21.7The quote states who sends you the invoice: the partner itself, or SharpClicks for the whole.
21.8If one of the two agreements ends, the other simply continues. If the other agreement reasonably no longer makes sense without the first, you may end it too, with effect from the same date and without extra costs. You pay for work already done.
22.1A one-off project ends automatically once the work has been delivered and accepted. A subscription runs for an indefinite period, unless the quote says otherwise (article 9.7).
22.2If you cancel an assignment before the work is finished, you do so in writing. We may then charge for the work already done and the costs we already incurred. We set off what you already paid against that. If money is left over, we refund it. If it is more, we invoice the difference.
22.3SharpClicks can only cancel an assignment in the cases stated in the agreement, such as when you do not pay or seriously breach the agreement.
22.4If your business or your goals change so much that the assignment no longer makes sense, we look for a solution together, such as adjusting or ending the assignment.
22.5If one of us materially fails to perform their obligations, the other may terminate the agreement. First the other sends a written notice of default and gives a reasonable period to remedy it, unless performance has already become permanently impossible. If you do not perform your obligations, for example by not paying, we may also suspend our work.
22.6You terminate or dissolve in writing, by email or by registered letter, stating the reason.
22.7After the agreement ends:
22.8The arrangements on intellectual property, liability and confidentiality continue to apply after the agreement ends.
23.1You report a complaint as soon as possible in writing, preferably by email, and as precisely as possible. For example with error messages or examples.
23.2We take every complaint seriously and respond within 14 days of receipt.
23.3We look into the complaint, discuss it with you and propose a solution, such as fixing an error. We keep you informed, and we confirm the solution in writing.
23.4If we cannot resolve it together, we can ask an independent mediator, if we both want that. We share the mediator's costs, unless we agree otherwise.
23.5We only go to court if nothing else works. The court's judgment binds us both. The court decides on the costs of the proceedings.
23.6Complaints and how they are handled are confidential, unless the law requires otherwise.
24.1SharpClicks may change these terms. Each change gets a new version with a new date. An old version never changes.
24.2For a new agreement, the version you received when you approved applies. In the client workspace you see which version that is.
24.3For a running agreement, a new version only applies if:
24.4If you object, the old version continues to apply to that agreement until the agreement ends.
24.5Merely using our services after the effective date does not count as approval.
24.6The version you accepted is in your confirmation email or in the client workspace.
25.1Only Dutch law applies to all agreements with SharpClicks. Also if the work is partly done abroad, or if you are established abroad.
25.2Disputes go to the competent court of the District Court of Northern Netherlands (Rechtbank Noord-Nederland), unless mandatory law provides otherwise. SharpClicks may also bring a dispute before the court that has jurisdiction by law.
25.3These terms exist in Dutch and English. If the two differ, the Dutch text prevails.
25.4If a provision is void or is annulled, the rest continues to apply. We then agree together on a new provision that comes as close as possible to the purpose and meaning of the old one.
25.5You may only transfer your rights and obligations under the agreement to someone else with our written consent. SharpClicks may transfer the agreement to another business of Jesse Scherpen, or to a legal entity that continues the work of SharpClicks, such as a private limited company (bv). You give your consent to that now. We tell you in writing in advance.
25.6If we do not exercise a right, we do not waive that right.
25.7The agreement consists of the quote, the annexes, the data processing agreement if there is one, and these terms. Together they replace earlier arrangements, promises and messages about the same assignment, oral or written.
25.8We communicate in writing, unless we agree otherwise. That can be by email, by registered post or through the client workspace.
25.9This is version 2026-10-26. The latest version is at sharpclicks.nl/algemene-voorwaarden, also as a PDF to save and print. Questions about these terms? Email jesse@sharpclicks.nl.
Questions about these terms? Send a message via the contact page or email jesse@sharpclicks.nl.