Terms of Service of Rivermark Digital B.V.
Effective Date: [Insert Date]
1. Introduction and Acceptance of Terms
These Terms of Service ("Terms") govern access to and use of the services provided by Rivermark Digital B.V., having its registered address at Keurenplein 41, 1069 CD Amsterdam, Netherlands, email: [email protected], telephone: +31 20 794 83 61 ("Rivermark Digital B.V.", "we", "us", or "our").
By engaging our services, accepting a proposal or statement of work, or otherwise using our services, the client ("Client", "you", or "your") agrees to be bound by these Terms. If you do not agree to these Terms, you must not use our services.
These Terms apply to all omnichannel-marketing services provided by Rivermark Digital B.V., including without limitation omnichannel campaign strategy, email marketing automation, paid social and display advertising, CRM segmentation and lifecycle journeys, and content planning for customer journeys.
2. Scope of Services
Rivermark Digital B.V. provides professional marketing services tailored to the Client’s business objectives. Services may include, but are not limited to:
- Omnichannel campaign strategy and planning;
- Email marketing automation design, implementation, and optimization;
- Paid social and display advertising strategy, setup, and management;
- CRM segmentation, audience analysis, and lifecycle journey development;
- Content planning and messaging frameworks for customer journeys;
- Performance reporting, insights, and recommendations related to the foregoing services.
Specific deliverables, timelines, fees, assumptions, and responsibilities may be further detailed in a proposal, order form, statement of work, or other written agreement between the parties. In case of conflict, the order of precedence shall be: (i) the signed statement of work or proposal, (ii) these Terms, unless expressly agreed otherwise in writing.
Unless expressly agreed in writing, Rivermark Digital B.V. does not guarantee specific commercial outcomes, including but not limited to revenue, conversion rates, impressions, clicks, deliverability, or return on ad spend.
3. User Obligations and Responsibilities
The Client shall:
- Provide timely, accurate, complete, and lawful information necessary for performance of the services;
- Ensure it has all rights, consents, and legal bases required to supply data, content, assets, and instructions;
- Review and approve deliverables, campaigns, and materials promptly;
- Remain solely responsible for the legality, accuracy, and appropriateness of all Client-provided content, claims, offers, and materials;
- Maintain and secure access credentials, platform accounts, advertising accounts, CRM systems, and mailing lists where applicable;
- Comply with all applicable laws and platform policies, including those relating to marketing, consumer protection, advertising, e-commerce, and data protection;
- Not use our services for unlawful, misleading, defamatory, infringing, fraudulent, abusive, or harmful purposes;
- Notify Rivermark Digital B.V. promptly of any suspected unauthorized access, security incident, or issue affecting the services.
The Client acknowledges that certain services may depend on third-party platforms, including email service providers, ad networks, CRM systems, analytics tools, and social media platforms. Rivermark Digital B.V. is not responsible for delays, disruptions, policy changes, account suspensions, or technical failures caused by third parties.
4. Payment Terms and Conditions
Fees for services shall be as stated in the applicable proposal, statement of work, subscription, or invoice. Unless otherwise agreed in writing, all fees are quoted exclusive of VAT and other applicable taxes, which shall be payable by the Client where required by law.
- Invoices are due within the payment term specified on the invoice or, if not specified, within 14 days of the invoice date.
- Recurring or retainer-based services may be invoiced in advance on a monthly or other periodic basis.
- Rivermark Digital B.V. may require advance payment, deposits, or milestone payments for certain projects or campaigns.
- Third-party costs, including media spend, software licenses, platform fees, stock assets, and contractor costs, are payable by the Client unless expressly included in our fees.
- Late payments may result in suspension of services until all outstanding amounts are paid in full.
- In the event of late payment, the Client shall owe statutory interest and reasonable collection costs to the extent permitted by applicable law.
The Client shall not set off or withhold any amounts due unless expressly permitted by mandatory law or agreed in writing by Rivermark Digital B.V.
5. Cancellation and Refund Policy
Either party may terminate ongoing services by providing written notice in accordance with the notice period stated in the applicable agreement, or if no notice period is specified, by giving 30 days’ written notice.
- Work already performed, committed costs, and non-cancellable third-party charges remain payable in full.
- Prepaid fees are non-refundable except where mandatory law requires otherwise or where Rivermark Digital B.V. expressly agrees in writing.
- If the Client cancels a project after work has commenced, Rivermark Digital B.V. may invoice for all work performed to date, including planning, strategy, setup, production, testing, and campaign management.
- Rivermark Digital B.V. may suspend or terminate services immediately for material breach, unlawful use, non-payment, or conduct that materially harms our business or reputation.
Any termination or cancellation shall not affect rights and obligations accrued prior to the effective date of termination, including payment obligations and confidentiality obligations.
6. Liability Limitations
To the maximum extent permitted by applicable law, Rivermark Digital B.V. shall not be liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, loss of revenue, loss of goodwill, loss of data, business interruption, or anticipated savings, arising from or related to the services or these Terms.
To the maximum extent permitted by applicable law, the aggregate liability of Rivermark Digital B.V. arising out of or in connection with the services or these Terms shall not exceed the total fees actually paid by the Client to Rivermark Digital B.V. for the specific services giving rise to the claim during the three (3) months preceding the event giving rise to the claim, or such lesser amount as may be required by mandatory law.
Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, willful misconduct, or other liability that cannot lawfully be limited.
The Client remains solely responsible for business decisions made based on our services, reports, recommendations, and campaign outputs, including compliance with legal, regulatory, and platform-specific requirements.
7. Intellectual Property Rights
Unless otherwise agreed in writing, all intellectual property rights in pre-existing materials, methodologies, templates, processes, know-how, tools, and software used by Rivermark Digital B.V. remain the property of Rivermark Digital B.V. or its licensors.
Upon full payment of all undisputed fees, and subject to any third-party rights, the Client is granted a non-exclusive, non-transferable license to use the final deliverables created specifically for the Client for its internal business and marketing purposes, unless a broader assignment or license is expressly agreed in writing.
The Client warrants that it owns or has the necessary rights to all materials it provides to Rivermark Digital B.V. The Client shall indemnify and hold harmless Rivermark Digital B.V. against claims arising from Client-provided content, instructions, or materials that infringe third-party rights or violate applicable law.
Rivermark Digital B.V. may reuse general ideas, skills, techniques, and anonymized learnings developed in the course of providing the services, provided no Client confidential information is disclosed.
8. Data Protection and Privacy
Each party shall comply with applicable data protection and privacy laws. Where Rivermark Digital B.V. processes personal data on behalf of the Client, the parties shall enter into a data processing agreement or equivalent written arrangement where required by law.
The Client is responsible for ensuring it has a valid legal basis for any personal data it provides to Rivermark Digital B.V. and for any processing it instructs us to perform.
In connection with marketing services, Rivermark Digital B.V. may process contact details, campaign metrics, usage data, and other business-related information as necessary to provide and improve the services, to manage our relationship with the Client, to comply with legal obligations, and for legitimate business purposes.
For more information about how we handle personal data, please refer to our privacy policy if separately provided. In the event of inconsistency, mandatory data protection law shall prevail.
9. Force Majeure
Rivermark Digital B.V. shall not be liable for any delay or failure in performance to the extent caused by events beyond its reasonable control, including but not limited to natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental actions, power failures, internet outages, cyberattacks, failures of third-party platforms, or other force majeure events.
During a force majeure event, our obligations shall be suspended for the duration of the event and any reasonable recovery period. If such event continues for an extended period and materially prevents performance, either party may terminate the affected services upon written notice.
10. Changes to Terms
Rivermark Digital B.V. reserves the right to modify or update these Terms from time to time to reflect changes in our services, business practices, or applicable law.
Updated Terms will become effective upon posting or upon notice to the Client, as applicable. Continued use of the services after the effective date of the revised Terms constitutes acceptance of the revised Terms.
If the Client does not agree to the revised Terms, the Client must cease using the services and may terminate any ongoing services in accordance with the applicable agreement or these Terms.
11. Applicable Law and Jurisdiction
These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Netherlands, without regard to conflict of law principles.
Any dispute arising out of or in connection with these Terms, including any dispute regarding their existence, validity, interpretation, performance, or termination, shall be submitted to the competent court in Amsterdam, the Netherlands, unless mandatory law provides otherwise.
12. Contact Information
For questions, notices, complaints, or legal correspondence concerning these Terms or the services of Rivermark Digital B.V., please contact:
- Rivermark Digital B.V.
- Keurenplein 41, 1069 CD Amsterdam, Netherlands
- Email: [email protected]
- Phone: +31 20 794 83 61
13. Severability Clause
If any provision of these Terms is held to be invalid, unlawful, void, or unenforceable by a competent authority, that provision shall be deemed severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
The parties shall, where legally permitted, replace any invalid or unenforceable provision with a valid provision that most closely reflects the original intent and commercial purpose of the removed provision.
By engaging the services of Rivermark Digital B.V., the Client acknowledges that it has read, understood, and agreed to these Terms of Service.