Terms of Service - NorthSea Sales Enablement B.V.

These Terms of Service ("Terms") govern access to and use of the services provided by NorthSea Sales Enablement B.V., a company established in the Netherlands, with its registered address at Science Park 402, 1098 XH Amsterdam, Netherlands ("NorthSea Sales Enablement B.V.", "we", "us", or "our").

By engaging our services, requesting a proposal, signing an order form 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.

1. Introduction and Acceptance of Terms

These Terms form a legally binding agreement between the Client and NorthSea Sales Enablement B.V. in relation to our sales-enablement consulting and related professional services. Any proposal, quotation, order form, statement of work, project plan, or written agreement issued by NorthSea Sales Enablement B.V. may supplement these Terms. In the event of any conflict, the order of precedence shall be: (i) signed statement of work or order form, (ii) these Terms, and (iii) any ancillary documents unless expressly stated otherwise.

We may update or revise these Terms in accordance with Section 10. Continued use of our services after the effective date of revised Terms constitutes acceptance of the updated Terms.

2. Scope of Services

NorthSea Sales Enablement B.V. provides business-to-business sales-enablement services, which may include, without limitation:

• Sales playbook development;
• Sales messaging and value proposition workshops;
• Onboarding and ramp-up programs for new sales hires;
• CRM process optimization and pipeline stage design;
• Sales call coaching and manager enablement;
• Content alignment for sales and marketing teams; and
• Performance reporting and enablement analytics.

The specific scope, deliverables, timelines, assumptions, dependencies, and fees for any engagement will be set out in the relevant proposal, statement of work, order form, or other written agreement. Unless expressly agreed in writing, our services are advisory and implementation-support services and do not constitute legal, tax, accounting, investment, or other regulated professional advice.

We do not guarantee any particular commercial outcome, including revenue growth, conversion rates, win rates, employee retention, or forecast accuracy, as such outcomes may depend on factors outside our control, including Client execution, market conditions, and third-party systems.

3. User Obligations and Responsibilities

The Client shall:

• Provide timely, complete, and accurate information, materials, data, access, and approvals reasonably required for the performance of the services;
• Ensure that all personnel, systems, and tools made available to us are properly authorized and compliant with applicable internal policies and law;
• Review deliverables promptly and provide feedback, approvals, and decisions within agreed timelines;
• Maintain backup copies of its own data and systems, including CRM records and sales content;
• Use deliverables in a lawful manner and in accordance with these Terms and any applicable statement of work;
• Ensure that any content, data, or materials provided to us do not infringe third-party rights or violate applicable law; and
• Remain solely responsible for business decisions, implementation choices, and operational use of our recommendations and deliverables.

The Client shall not:

• Misrepresent its identity, authority, or the nature of any engagement;
• Use our services for unlawful, misleading, discriminatory, or fraudulent purposes;
• Attempt to reverse engineer, copy, resell, or redistribute our proprietary materials except as expressly permitted in writing;
• Interfere with our systems, staff, or delivery processes; or
• Provide personal data to us unless it is necessary for the services and disclosed in a lawful manner.

4. Payment Terms and Conditions

Fees will be specified in the relevant proposal, quotation, order form, or statement of work. Unless otherwise agreed in writing:

• All fees are stated in euros (EUR) and are exclusive of VAT and any applicable taxes, levies, duties, or charges;
• Invoices are payable within fourteen (14) calendar days from the invoice date;
• We may require an advance payment, deposit, or milestone-based payments before commencing or continuing services;
• Overdue amounts may accrue statutory or contractual interest to the maximum extent permitted by applicable law, as well as reasonable collection costs;
• We may suspend performance if the Client fails to pay undisputed amounts when due;
• Any expense reimbursements must be pre-approved in writing and supported by reasonable documentation.

If the Client disputes an invoice, it must notify us in writing within seven (7) calendar days of the invoice date, specifying the grounds for dispute. The Client must pay all undisputed amounts on time. The parties will cooperate in good faith to resolve disputed amounts promptly.

Unless expressly stated otherwise, fees are non-cancellable and non-refundable once the relevant service period has commenced or deliverables have been substantially performed, except where mandatory law requires otherwise.

5. Cancellation and Refund Policy

The Client may cancel scheduled workshops, training sessions, or consulting sessions by providing written notice. Unless otherwise agreed in the statement of work, the following cancellation terms apply:

• More than ten (10) business days before the scheduled service date: no cancellation fee, subject to reimbursement of non-recoverable third-party costs already incurred;
• Between five (5) and ten (10) business days before the scheduled service date: fifty percent (50%) of the applicable fee may be charged;
• Less than five (5) business days before the scheduled service date or no-show: one hundred percent (100%) of the applicable fee may be charged.

For multi-phase projects, cancellation of a phase does not automatically cancel prior work completed or future work already scheduled under a signed agreement. Any deposits paid are non-refundable unless otherwise required by mandatory law or expressly agreed in writing.

If we cancel or materially reschedule a service without reasonable cause, we will either reschedule the service or refund fees paid for the cancelled portion, as the Client's exclusive remedy, except to the extent caused by force majeure or Client breach.

6. Liability Limitations

To the maximum extent permitted by applicable law, NorthSea Sales Enablement B.V. shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profit, loss of revenue, loss of goodwill, loss of data, business interruption, or anticipated savings, even if advised of the possibility of such damages.

Our total aggregate liability arising out of or in connection with any engagement, whether in contract, tort, negligence, strict liability, or otherwise, shall be limited to the lesser of:

• the total fees paid by the Client to NorthSea Sales Enablement B.V. for the specific services giving rise to the claim during the three (3) months immediately preceding the event giving rise to liability; or
• EUR 10,000.

The foregoing limitations do not apply to liability that cannot be excluded or limited under applicable law, including liability for fraud, willful misconduct, or other liability expressly prohibited from exclusion by law.

Any claims must be brought within one (1) year after the event giving rise to the claim, unless a shorter mandatory limitation period applies under law.

7. Intellectual Property Rights

Unless otherwise agreed in writing, all pre-existing intellectual property, methodologies, templates, frameworks, tools, processes, know-how, software, and materials owned or developed independently by NorthSea Sales Enablement B.V. remain our exclusive property.

Upon full payment of all undisputed amounts due, the Client receives a non-exclusive, non-transferable, non-sublicensable license to use the final deliverables created specifically for the Client for its internal business purposes, unless the statement of work provides for a broader transfer of rights.

This license does not include ownership of our underlying methods, templates, models, or reusable materials. We may reuse general knowledge, skills, and experience gained in performing the services, provided that the Client's confidential information is not disclosed.

The Client grants NorthSea Sales Enablement B.V. a limited license to use Client materials solely to perform the services.

Unless the Client objects in writing, we may refer to the Client's name and logo in a non-confidential client list or portfolio statement, provided that no confidential information is disclosed.

8. Data Protection and Privacy

Each party shall comply with applicable data protection and privacy laws to the extent relevant to its activities under these Terms. The Client is responsible for ensuring it has a lawful basis for disclosing personal data to us and for providing any required notices, consents, or information to data subjects.

Where we process personal data on behalf of the Client, the parties shall enter into an appropriate data processing agreement or equivalent contractual arrangement where required by law. In such cases, NorthSea Sales Enablement B.V. will process personal data only on documented instructions from the Client, unless otherwise required by law.

We implement reasonable technical and organizational measures designed to protect personal data against unauthorized access, alteration, disclosure, or destruction. However, no system can be guaranteed to be completely secure.

Our contact details for privacy-related matters are set out in Section 12. If required by applicable law, additional privacy information may be provided in a separate privacy notice or data processing agreement.

9. Force Majeure

Neither party shall be liable for any delay or failure in performance to the extent caused by events beyond its reasonable control, including but not limited to acts of God, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, power outages, internet failures, cyber incidents not caused by the affected party's gross negligence, or failures of third-party vendors or platforms.

The affected party shall notify the other party as soon as reasonably practicable and use reasonable efforts to mitigate the impact and resume performance. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected services by written notice, without prejudice to payment obligations for services already performed.

10. Changes to Terms

NorthSea Sales Enablement B.V. may amend these Terms from time to time to reflect changes in our business, services, legal requirements, or operational practices. Updated Terms will take effect on the date specified in the revised version, or if no date is specified, upon publication or delivery to the Client.

If the Client continues to use our services after the effective date of the revised Terms, the Client is deemed to have accepted the changes. If the Client does not agree to the revised Terms, the Client should discontinue use of the services and, where applicable, notify us in writing regarding any active engagement.

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, controversy, or claim arising out of or in connection with these Terms, including their existence, validity, interpretation, performance, breach, or termination, shall be submitted to the competent court in Amsterdam, the Netherlands, unless mandatory law requires otherwise.

12. Contact Information

If you have any questions about these Terms or need to contact us regarding a service, invoice, complaint, or legal notice, please use the following contact details:

• NorthSea Sales Enablement B.V.
• Science Park 402, 1098 XH Amsterdam, Netherlands
• Email: [email protected]
• Phone: +31 20 784 63 91

13. Severability Clause

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or competent authority, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, it shall be severed from these Terms.

The remaining provisions shall continue in full force and effect. Any invalid or unenforceable provision shall, to the extent permitted by law, be replaced with a valid provision that most closely reflects the original intent and economic effect of the severed provision.

NorthSea Sales Enablement B.V. and the Client acknowledge that these Terms are intended to be comprehensive and commercially reasonable in the context of sales-enablement professional services.