Terms of Service‍
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Welcome to YellowDolphins Agency. Before you think you are reading through a corporate mortgage, we have structured our legal framework to be as transparent and agile as our marketing sprints.

This page outlines our General Terms & Conditions (Part I), our Service Level & Governance Framework (Part II), and our Data Processing Agreement & NIS2 Security Declaration (Part III). Together with your signed Master Services Agreement (MSA) and active Sprint Plan, these terms govern our partnership.
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PART I: GENERAL TERMS & CONDITIONS
1. Applicability & Definitions
‍1.1 Scope: These Terms & Conditions apply to the Master Services Agreement (MSA) and all Services provided by YellowDolphins to the Client under a Dutch 'contract for services' (overeenkomst van opdracht, Article 7:400 et seq. of the Dutch Civil Code).
1.2 Deviations: Deviations from these terms are only valid if agreed in writing by both Parties. The applicability of any general (purchasing) conditions of the Client is explicitly rejected.
1.3 Illustrative Figures & VAT: All figures, expectations, and client results shared in proposals or brochures are illustrative and do not constitute a binding offer. All prices are exclusive of VAT. For cross-border services, VAT may be reverse-charged, provided the Client supplies a valid VAT identification number.
1.4 The Service Catalog: The Service Catalog serves as the definitive overview of all available modules and projects. The most up-to-date version is maintained in STACK (the Client's secure shared folder at www.yldclients.nl) and forms the binding baseline for all Services selected in the Sprint Plan.
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2. Services, Sprints & Execution
‍2.1 90-Day Sprints: YellowDolphins provides its services as ongoing subscriptions running in predictable 90-day cycles ("Sprints"), which include all required tools and resources unless specified otherwise. The exact scope, deliverables, and exclusions are strictly defined in the Service Catalog and locked into an approved Sprint Plan or Statement of Work (SoW).
2.2 Revisions: Unless specifically agreed otherwise in the Sprint Plan, standard deliverables (such as articles, campaigns, or videos) include a maximum of two (2) comprehensive rounds of revision. Any subsequent feedback, iterations, or structural changes will be charged as extra Credits.
2.3 Client Cooperation & Delays: For successful execution, the Client must provide all necessary information, timely feedback, approvals, and continuous access to required systems, software, and social media channels. If deadlines or sprint goals are fundamentally compromised due to deliberate or systematic delays by the Client (e.g., structurally refusing access or persistently ignoring approval requests), YellowDolphins reserves the right to pause ongoing work. Any Credits remaining unused as a direct result of such delays will expire at the end of the current Sprint and are excluded from our rollover policy.
2.4 Continuity of Sprints: If the Client has not terminated the agreement but fails to approve a new Sprint Plan before the start of the next cycle, the Sprint and its associated invoicing will continue as scheduled at the Client's risk. YellowDolphins will reasonably endeavor to continue recurring activities from the previous Sprint to maintain momentum.
2.5 Best-Efforts Obligation: YellowDolphins undertakes a best-efforts obligation (inspanningsverplichting). Because commercial outcomes depend on the Client's market, proposition, input, and the follow-up speed of the Client's sales team, results may vary and no rights can be derived from indicative projections.
2.6 Third-Party Platforms & Stock Material: Execution may depend on third-party platforms (e.g., LinkedIn, advertising networks, vendor programs). YellowDolphins is not liable for changes in their policies, algorithms, available funds, or approval processes. If the Client does not provide visual materials, YellowDolphins will utilize royalty-free stock material (e.g., Unsplash or Adobe Stock). The Client bears full responsibility for licensing and IP rights of materials supplied directly by the Client.
2.7 Engagement of Specialists: YellowDolphins is entitled to engage employees, colleagues, or external specialists. The applicability of Articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code (BW) is explicitly excluded.

3. Duration, Upgrades & Termination
‍3.1 Duration & Scaling: Agreements commence on the date of signing and run in consecutive 90-day Sprints. Upgrades are possible at any time and take effect immediately (billed on a prorated basis for the remainder of the current Sprint). Downgrades are limited to one tier step and strictly take effect at the start of the next 90-day Sprint.
3.2 Notice Period: Either Party may terminate the agreement with a notice period of 90 days. Termination must be submitted in writing or via email to finance@yellowdolphins.io. Immediate termination is permitted in the event of bankruptcy or suspension of payments of either Party.
3.3 No Vendor Lock-In & Offboarding: Upon termination, access to YellowDolphins' proprietary tools and third-party software licenses is revoked. However, we prevent vendor lock-in by continuously exporting CRM data and leads to the Client's secure STACK environment, including a final export at the end of each Sprint, which the Client retains at no extra cost. If YellowDolphins provides the Brevo Marketing CRM, the Client may choose to transfer billing directly to Brevo upon termination. Additional custom migration or handover assistance is billed as a separate project.
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4. Fees, The Credit System & Payment Terms
‍4.1 The Credit System: We do not believe in the stopwatch; our Services operate on a transparent Credit system billed upfront per 90-day Sprint in Euros (€). Unused Credits automatically roll over and remain valid for a maximum of one (1) subsequent Sprint, after which they expire. Credits are strictly non-refundable and cannot be cashed out.
4.2 Ad-Hoc Requests & Third-Party Costs: Requests outside the Sprint Plan are handled by swapping planned deliverables of equal Credit value or purchasing additional Credits (subject to written approval by The One Approver). Subscriptions include domestic travel and standard MarTech tool licenses, but exclude foreign travel expenses, media/ad spend, and external production costs (e.g., printing). YellowDolphins does not pre-finance third-party expenses unless explicitly agreed, in which case actuals are billed separately outside the credit system.
4.3 Invoicing & Payment Rhythm: If an agreement starts mid-month, the first invoice covers the prorated days of that initial month plus the first full 90-day Sprint and setup costs, billed upon signing. Subsequent Sprints are invoiced twenty-one (21) days prior to the new Sprint kickoff, with a strict payment term of fourteen (14) days.
4.4 Escalation & Suspension Protocol: If an invoice remains unpaid after the 14-day term, an automated reminder is sent on day 16 ("The Reminder"). If the invoice remains unpaid on day 30, a final demand is issued announcing formal suspension if payment is not settled within our absolute maximum term of 35 days. On day 36 ("Suspension of Services"), YellowDolphins hits the brakes and all active campaigns, software access, CRM syncs, and deliverables are put on hold. Because halting and restarting our MarTech stack requires technical intervention, a suspension fee of two (2) Credits is automatically deducted from the Client's balance. During suspension, SLA timers are paused while Client payment obligations remain in effect. Services resume once all outstanding balances are cleared in full.
4.5 Annual Indexation: Fees may be indexed annually at the start of the calendar year in line with the Services Price Index (DPI) published by Statistics Netherlands (CBS), capped at a maximum of 4% per year.

5. AI, Intellectual Property & Confidentiality
‍5.1 AI-Powered, Human-Steered & IP Rights: YellowDolphins utilizes Artificial Intelligence (AI) to accelerate data enrichment and content creation, combined with human strategy, curation, and editing. All intellectual property rights to developed materials, strategies, templates, and methodologies remain with YellowDolphins. The Client receives a non-exclusive, non-transferable right of use for the agreed purpose.
5.2 Indemnification & Portfolio Rights: Both Parties indemnify each other against third-party IP claims regarding materials they respectively supply or independently create. The Client grants YellowDolphins the right to use the Client’s company name and logo for portfolio and promotional purposes; detailed case studies or performance metrics are only published with separate prior approval.
5.3 Confidentiality & Non-Solicitation: Both Parties commit to strict confidentiality during and after the agreement. Breach of confidentiality incurs an immediately payable penalty of €10,000 per violation plus €1,000 for each day the breach continues, without prejudice to claiming full damages. During the agreement and for one (1) year after termination, neither Party shall directly or indirectly hire or engage the other Party's employees or specialists without written consent, subject to an immediate penalty of €25,000 per occurrence.

6. Liability, Force Majeure & Governing Law
‍6.1 Liability Cap: YellowDolphins is only liable for direct damages resulting from intent or deliberate recklessness. Liability is capped at the payout of our business liability insurance (up to €2,500,000 per event and €5,000,000 per year). If no insurance payout occurs, liability is strictly limited to the fees paid by the Client in the three (3) months preceding the event, capped at €25,000. YellowDolphins is never liable for indirect damages, consequential loss, lost profits, reputational damage, or GDPR claims resulting from the Client's failure to meet its obligations as Data Controller. Claims lapse if not submitted in writing within six (6) months.
6.2 Force Majeure: YellowDolphins is not liable for delays or non-performance caused by force majeure, which explicitly includes internet/telecom outages, staff illness, government measures, and outages or policy changes at third-party sub-processors (such as social media platforms or CRMs). If force majeure exceeds sixty (60) days, either Party may terminate in writing without liability for damages.
6.3 Governing Law: All agreements are governed exclusively by Dutch law. Disputes shall be submitted exclusively to the competent District Court of Amsterdam, the Netherlands.

PART II: SERVICE LEVEL AGREEMENT (SLA) & GOVERNANCE
To maintain high velocity across every 90-day Sprint, both Parties commit to a structured operational rhythm.
1.1 The One Approver: While overarching Sprint Plans are aligned with the Client's management or sales delegation, the Client designates a single operational decision-maker known as 'The One Approver'. YellowDolphins relies exclusively on the mandate and sign-offs of this individual for daily execution and campaign launches.
1.2 Mutual Response Times: To keep momentum high, both YellowDolphins and The One Approver commit to a standard operational response and feedback turnaround time of 1 to 2 business days.
1.3 The 13-Week Sprint Rhythm: Every Sprint follows a structured timeline starting with Week 0 (Kick-off & Prep) for baseline measurement, asset review, and locking in the Sprint Plan. Throughout the cycle, we hold Bi-Weekly Check-ins for short operational alignments to review active campaigns and optimize performance. In Week 6 (Mid-Sprint Review), we conduct a hard evaluation against baseline metrics to adjust course if required. Finally, Week 12 and Week 13 (Review & Next Plan) are dedicated to the end-of-sprint evaluation and locking in the blueprint for the next 90-day cycle.
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PART III: DATA PROCESSING AGREEMENT (DPA) & NIS2 DECLARATION
When executing marketing campaigns, YellowDolphins processes personal data on behalf of the Client. Under the GDPR, the Client acts as the Data Controller and YellowDolphins acts as the Data Processor.

1. Data Scope & Minimalization
‍1.1 B2B Data Only: We exclusively process business-to-business (B2B) personal data required for marketing execution, consisting of Company Name, First Name, Last Name, Business Email Address, and LinkedIn URL, enriched where applicable with job titles, business phone numbers, and B2B behavioral signals.
1.2 IP Privacy: YellowDolphins intentionally does not store raw IP addresses of website visitors or forward them to the Marketing CRM.

2. Approved MarTech Stack & Sub-Processors
‍2.1 Core Infrastructure & Middleware: To execute campaigns securely, the Client authorizes the use of our standardized MarTech sub-processors. Our primary Marketing CRM is Brevo, which is hosted natively on servers within the European Union under a strict DPA (unless the Client utilizes their own CRM). Our internal workspace operates on Google Workspace utilizing EU data centers, while secure API and data routing are managed via a self-hosted n8n middleware environment running on dedicated Dutch servers.
2.2 Outreach & Enrichment Tools: For outreach and intelligence, we utilize Heyreach for LinkedIn automation, Clay for data enrichment, Salesfeed and Stairoids for Dutch B2B visitor and signal recognition, and Writify as our Dutch supplier for physical automated handwritten mailings.
2.3 Enterprise AI (Zero-Training Guarantee): We utilize Claude (Anthropic) and Gemini (Google) strictly via paid Enterprise API versions and secure protocols such as the Model Context Protocol (MCP). These environments are strictly isolated, guaranteeing that Client data is never used to train public AI models.
2.4 Cross-Border Transfers & Sub-Processor Changes: Where US-based tools are utilized, data transfers are safeguarded via the EU-US Data Privacy Framework or Standard Contractual Clauses (SCCs). We notify Clients in advance of any new sub-processors, granting a 14-day window to raise substantiated objections.
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3. Storage, Secure Exchange & Deletion
‍3.1 Data Lifecycle: Data resides primarily in the Marketing CRM. Any temporary local exports on our Google Workspace are deleted by default at the end of every 90-day Sprint. Upon contract termination, data is returned or permanently destroyed within one (1) year.
3.2 Zero Email Attachments (STACK Protocol): We never send personal data via email attachments. All file and data exchanges occur strictly via our STACK platform (www.yldclients.nl), physically hosted on Dutch servers and secured with mandatory Multi-Factor Authentication (MFA/2FA) for The One Approver and up to two (2) additional Client users.
3.3 Breaches & Audits: All YellowDolphins staff and freelancers operate under strict NDAs. Any data breach involving Client data will be reported to the Client within 24 hours of discovery. We assist Clients with GDPR data subject requests and DPIAs, whereby audits and DPIA support are conducted at the Client's expense.
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4. NIS2 Supply-Chain Security Declaration
‍4.1 EU Sovereign Core: YellowDolphins proactively complies with the supply-chain duty of care obligations under the European NIS2 Directive. Our core operational systems—including Google Workspace, Brevo, n8n, and STACK—are hosted within the European Union and the Netherlands.
4.2 Vault & Access Management: We utilize Keeper Password Manager secured via MFA and Passkeys. When credentials are shared with specialists, access is granted via Keeper without exposing underlying passwords and is revoked immediately after use.
4.3 Endpoint Security & Continuity: All workstations are centrally managed and fully encrypted with minimized local storage. As a 100% cloud-native organization, our infrastructure is location-independent and disaster-resilient by design.