Terms and Conditions

1. Definitions and Acceptance

These Terms and Conditions ("Terms") govern the relationship between Nothe, registered at Postbus 9281, 9703 LG Groningen, the Netherlands (KVK 92507166, VAT NL004960230B22) ("Nothe", "we", "us") and any company or individual engaging Nothe ("Client", "you"). "Services" means the commercial work provided by Nothe, including fractional business development, new business development, strategic account development, market expansion and Nothe | Connect: the design, setup, recruitment, activation, management, optimisation and reporting of affiliate, referral and other performance partner programmes ("Performance Services"). "Partner" means any affiliate, referral partner, creator, publisher or other third party participating in a Client's partner programme. "Partner Infrastructure" means the partner environment, tracking, attribution, reporting and related tools Nothe makes available as part of the Performance Services. "Deliverables" means outputs created for the Client under an engagement.

By signing a proposal or statement of work, instructing Nothe to begin work, or making any payment, you accept these Terms in full. If you are accepting on behalf of an organisation, you warrant that you are authorised to bind that organisation.

2. Services and Delivery

Nothe provides the Services directly and, at its sole discretion, with support from trusted subcontractors. Nothe alone determines how and by whom the Services are performed, and may substitute personnel at any time without notice, provided the agreed scope is met.

The scope, deliverables and timelines for each engagement are set out in a proposal or statement of work. Any work requested beyond that scope is subject to a separate written agreement and additional fees. Estimated timelines are indicative only and are not of the essence.

3. No Guarantee of Results

The Services are advisory and operational in nature. Commercial outcomes depend on many factors outside Nothe's control, including the Client's market, resources, decisions and execution. Nothe gives no guarantee, representation or warranty as to any specific result, revenue, pipeline, ranking, conversion, growth or other outcome, and any figures, forecasts or examples shared are illustrative only.

4. Performance Services

This clause applies in addition to the other clauses where Nothe provides Performance Services.

Commissions and Partner payments. Unless expressly agreed otherwise in writing, the Client determines and is solely responsible for all commissions, rewards, fees and other amounts payable to Partners, and for funding them on time. Nothe's fees are separate from, and not reduced by, any Partner commissions. Any performance-based component of Nothe's fees is calculated only as set out in the applicable statement of work.

Partners. Partners are independent third parties and are not personnel, subcontractors or agents of Nothe. Nothe recruits, approves and manages Partners with reasonable care, but does not guarantee the number, activity, conduct or results of any Partner, and is not liable for any Partner's acts or omissions. The Client may reject or remove any Partner at any time.

Tracking and attribution. Tracking and attribution depend on correct implementation on the Client's systems, browser and device settings, consent choices and third-party services. Nothe does not warrant that every click, lead or conversion will be recorded or attributed. Attribution rules agreed in writing before launch are final for the purpose of calculating commissions, save for manifest error or fraud.

Partner Infrastructure. The Partner Infrastructure is provided solely as part of, and for the duration of, the Performance Services and is not licensed to the Client as standalone software. Nothe may use third-party technology to provide it. On termination, Nothe will, on request made within 30 days, provide an export of the programme data reasonably available to it, after which access ends.

Compliance and fraud. The Client is responsible for the accuracy and lawfulness of its products, offers, claims and promotional materials, and for compliance with consumer protection, advertising, tax and data protection law in its markets. Nothe may pause, reverse or withhold tracked conversions or commissions where it reasonably suspects fraud, self-referral, policy breaches or invalid traffic.

5. Client Obligations

The Client shall: provide accurate, complete and timely information, access, systems, credentials, budgets, personnel and approvals reasonably required; respond to requests without undue delay; ensure it holds all rights, consents and licences necessary for Nothe to use any materials or data the Client provides; and comply with all applicable laws in its use of the Services and Deliverables.

Nothe is not liable for any delay, cost or failure to achieve an objective caused wholly or partly by the Client's acts, omissions, delays or the inaccuracy of information provided. Time or fees may be adjusted accordingly.

6. Fees, Payment and Expenses

Fees, payment terms and invoicing schedules are set out in the applicable proposal or statement of work. Unless otherwise agreed in writing, fees are payable in advance, are exclusive of VAT and applicable taxes, and are non-cancellable and non-refundable once the relevant period or milestone has begun.

Invoices are payable within 14 days of the invoice date, without deduction, withholding or set-off. Any amount not paid when due accrues interest at the statutory commercial interest rate (or 1.5% per month, whichever is higher) from the due date until paid, and the Client shall reimburse Nothe's reasonable costs of collection, including legal and administrative fees.

If any invoice remains unpaid 7 days after its due date, Nothe may, without liability and without prejudice to its other rights, suspend or withhold all or part of the Services and Deliverables until payment is received in full. Managed programmes are charged monthly in advance at the agreed monthly fee, which depends on the minimum term chosen in the statement of work. Monthly fees are collected automatically through Nothe's payment provider, by SEPA direct debit, card or invoice, as agreed with the Client. By accepting a recurring payment, the Client authorises Nothe to collect each monthly fee on its due date until the engagement ends. Where the Client pays a twelve-month term in advance, the advance payment covers the full minimum term. The monthly fee covers the Services described in the statement of work and the use of Nothe Partner Infrastructure. It does not include partner commissions, media budget, third-party costs or custom integration work, unless agreed in writing. The engagement includes a joint review after 90 days to evaluate progress and adjust the programme plan where needed. This review does not change the minimum term. After the minimum term, recurring engagements continue month to month until terminated in accordance with clause 14.

7. Intellectual Property

All intellectual property in the Deliverables remains vested in Nothe until Nothe has received full and cleared payment of all fees due for the relevant engagement, at which point Nothe grants the Client a non-exclusive, non-transferable licence to use those Deliverables for its internal business purposes only. No assignment of rights occurs unless expressly agreed in writing and paid for in full.

Nothe retains all right, title and interest in its pre-existing materials, methodologies, frameworks, know-how, templates and tools, including The Nothe Method™, together with any improvements, and in all general skills, techniques and knowledge acquired or developed during an engagement, which Nothe may freely reuse for any purpose provided no Client confidential information is disclosed.

8. Confidentiality

Each party shall keep confidential all non-public information disclosed by the other in connection with an engagement and use it only for the purposes of that engagement. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, or is required to be disclosed by law or a competent authority. This clause survives termination for five years.

9. Data Protection

Each party shall comply with applicable data protection law. Where Nothe processes personal data on the Client's behalf, it does so on the Client's documented instructions as processor, and the Client warrants it has a valid legal basis and all necessary consents for that processing. The Client shall indemnify Nothe against any claim, fine or loss arising from the Client's breach of this clause or of applicable data protection law. Further detail is set out in the Privacy Policy.

10. Warranties and Disclaimer

Nothe warrants only that it will perform the Services with reasonable skill and care. To the maximum extent permitted by law, the Services and all Deliverables are provided on an "as is" and "as available" basis, and Nothe disclaims all other warranties, conditions and representations, whether express or implied, statutory or otherwise, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose or non-infringement.

11. Limitation of Liability

To the maximum extent permitted by law, Nothe's total aggregate liability arising out of or in connection with any engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the fees actually paid by the Client to Nothe for the Services in the three (3) months immediately preceding the event giving rise to the claim.

Nothe shall have no liability for any indirect, special, incidental, punitive or consequential loss, or for any loss of profit, revenue, business, goodwill, opportunity, anticipated savings, data or reputation, however arising, even if advised of the possibility of such loss. Each claim must be brought within twelve (12) months of the date the Client became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

12. Indemnity

The Client shall indemnify and hold harmless Nothe and its personnel against all claims, liabilities, damages, losses and reasonable costs (including legal fees) arising from the Client's use of the Services or Deliverables, the Client's breach of these Terms, any content, materials or instructions provided by the Client, or any infringement of a third party's rights resulting from them.

13. Non-Solicitation and Non-Circumvention

During each engagement and for twelve (12) months afterwards, the Client shall not, directly or indirectly, solicit, employ or engage any Nothe personnel or subcontractor introduced through the engagement without Nothe's prior written consent. Breach entitles Nothe to a fee equal to the greater of six months of the relevant person's fees or €50,000, as a genuine pre-estimate of loss.

14. Term and Termination

Managed programmes have a minimum term of six (6) or twelve (12) months from the start date, as chosen by the Client and stated in the statement of work. The Client cannot terminate for convenience during the minimum term. After the minimum term, the engagement continues month to month, and either party may terminate it with one (1) month's written notice, unless the statement of work sets a different notice period. Nothe may terminate or suspend any engagement immediately, without liability, if the Client fails to pay an undisputed invoice within 7 days of a written reminder, breaches these Terms materially, or becomes insolvent or subject to insolvency proceedings.

On termination, all fees for Services performed and all costs reasonably and irrevocably committed up to the effective date of termination become immediately payable and are non-refundable. Clauses relating to payment, Performance Services (as to accrued commissions and data export), intellectual property, confidentiality, data protection, disclaimers, liability, indemnity, non-solicitation and governing law survive termination.

15. Independent Contractor and Publicity

Nothe acts as an independent contractor; nothing in these Terms creates any partnership, joint venture, agency or employment relationship. Unless the Client objects in writing, Nothe may identify the Client by name and logo as a client of Nothe in its portfolio and marketing materials, without disclosing confidential information.

16. Force Majeure

Nothe is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, civil unrest, strikes, epidemics, failures of the internet, hosting or third-party platforms, or changes in law.

17. General

These Terms, with the applicable proposal or statement of work, constitute the entire agreement between the parties and supersede all prior discussions. Nothe may update these Terms from time to time by posting a revised version; the version in force when an engagement begins governs that engagement. No failure to enforce a right waives it. If any provision is held unenforceable, the remainder continues in full effect. The Client may not assign or transfer its rights without Nothe's written consent; Nothe may assign or subcontract freely. Any purchase order or standard terms issued by the Client are expressly excluded.

No variation of these Terms is binding unless agreed in writing by Nothe.

18. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them are governed by the laws of the Netherlands, and are subject to the exclusive jurisdiction of the competent courts of Groningen, the Netherlands.

19. Contact

Questions about these Terms can be sent to hello@nothe.co, or by post to Nothe, Postbus 9281, 9703 LG Groningen, the Netherlands (KVK 92507166, VAT NL004960230B22).