TERMS AND CONDITIONS
North Star Marketing S.L.
CIF (Chamber of Commerce Number): B75760264
Calle Rodrigo de Pertegás 40, 8º, 29
46023 Valencia,
Spain
Email: info@northstarmarketing.nl
Website: www.northstarmarketing.nl
Version 1.0 – 9 December 2025
Article 1 Definitions
In these Terms and Conditions the terms below, in the singular and the plural, have the following meaning:
- NSM: North Star Marketing S.L., the service provider.
- Client: any natural or legal person acting in the course of a business who enters into, or wishes to enter into, an Agreement with NSM.
- Agreement: any arrangement between NSM and the Client concerning the delivery of Services, including annexes and these Terms.
- Services: the services to be delivered by NSM, including HubSpot consultancy, implementation, configurations, audits, training, automation, integrations, support, lead generation and advice.
- Deliverables: all results produced by NSM while performing the Services, including reports, workflows, dashboards, configurations, templates and documentation.
- Intellectual Property Rights: all intellectual and industrial property rights, such as copyrights, database rights, trade mark rights, domain names, design rights and know-how.
- Personal Data: personal data within the meaning of the General Data Protection Regulation (GDPR).
Terms: these Terms and Conditions of NSM.
Article 2 Applicability
2.1 These Terms apply to all quotations, offers, Agreements and Services of NSM.
2.2 The Client's general terms are expressly rejected.
2.3 Deviations are valid only if agreed in writing.
2.4 Once these Terms have applied, they also apply to future agreements.
2.5 In the event of a conflict, the Agreement prevails over these Terms, and an annex prevails over these Terms.
Article 3 Formation of the Agreement
3.1 All quotations are without obligation and valid for 30 days, unless stated otherwise.
3.2 An Agreement is formed when the Client accepts an offer from NSM in writing, the parties sign it, or NSM actually starts performance at the Client's request.
3.3 Information in brochures, websites or presentations is indicative only.
Article 4 Performance of the Services
4.1 NSM performs the Services to the best of its ability and professional judgement. Unless expressly guaranteed in writing, NSM's obligation is a best-efforts obligation.
4.2 Deadlines are never of the essence, unless agreed otherwise in writing.
4.3 Advice, audits and reports are intended solely for the Client. Third parties cannot derive rights from them.
4.4 Performance in phases may be suspended by NSM until the Client has approved the previous phase in writing and has met its obligations.
4.5 NSM depends on third-party systems (including HubSpot, LinkedIn, email providers, Zapier and enrichment tools). NSM is not liable for changes, outages, restrictions, price changes, API limits or policy changes of these systems.
4.6 NSM does not warrant commercial results such as leads, conversions, revenue or ROI.
4.7 The Client is responsible for the accuracy and completeness of data in HubSpot and other systems. NSM is not liable for errors or inconsistencies in that data.
4.8 NSM gives no guarantees of commercial performance or KPIs.
4.9 NSM is not liable for limitations or changes within third-party platforms that affect the Services.
4.10 HubSpot licences: HubSpot functionality depends on the licence level chosen by the Client. If desired functionality is unavailable because of licence limits, NSM cannot be held liable for that.
4.11 NSM does not decide on the purchase or change of HubSpot licences; that is solely the Client's responsibility.
4.12 Where NSM provides Services relating to Salesforce, Pipedrive or ActiveCampaign, functionality and options depend on the CRM plan chosen by the Client and on the available modules, API limits and settings. NSM cannot be held liable for limitations within the chosen CRM software, including workflow capacity, automation limits, field structure, API restrictions or integration limits. The Client is responsible for ensuring that the chosen licence level is suitable for the desired setup. NSM advises on this when asked, but the Client decides independently on the purchase or upgrade of licences and additional modules.
4.13 Where automations are built through third-party tools such as Zapier, Make, Pipedrive Automations or API scripts, NSM is not liable for errors, delays, data loss or limitations caused by those external platforms.
Article 5 Acceptance
5.1 The Client must inspect delivered work for visible defects within 8 calendar days.
5.2 Hidden defects must be reported within 14 calendar days of discovery.
5.3 If the Client does not complain in time, all rights lapse.
5.4 In the case of a justified complaint, NSM will repair the work, deliver it again, or give a reasonable reduction in the fee.
Article 6 Fees and payment
6.1 Prices exclude VAT and exclude third-party costs (such as HubSpot licences).
6.2 Additional work is invoiced separately.
6.3 Retainers are invoiced monthly in advance.
6.4 Payment term: 30 calendar days.
6.5 In the event of late payment, the Client owes statutory commercial interest plus collection costs.
6.6 Suspension or set-off by the Client is excluded.
6.7 Validity of package hours: hours in a package or prepaid bundle are valid for 90 calendar days from the invoice date. Unused hours lapse automatically and are not refunded.
6.8 Payments are first applied to costs and interest.
Article 7 Changes and additional work
7.1 If starting points change or extra work is needed, NSM may adjust rates and planning.
7.2 Additional work is invoiced at the applicable rates.
7.3 Fair use: if the Client structurally requires more work than can reasonably fit within the retainer, NSM may treat that as additional work.
Article 8 Client obligations
8.1 The Client provides, in good time, all access, data and information needed for decisions.
8.2 The Client is responsible for the accuracy and lawfulness of all data provided.
8.3 If the Client fails to cooperate, NSM may suspend performance and charge additional costs.
8.4 The Client remains responsible for the security of its own systems and accounts.
8.5 NSM is not liable for data breaches, hacks or misuse within the Client's accounts.
8.6 The Client remains responsible for compliance with privacy legislation.
Article 9 Term and termination
9.1 Agreements run for the agreed initial period.
9.2 Retainers are tacitly renewed for one month at a time, unless terminated with one month's notice.
9.3 Projects cannot be ended early, unless agreed in writing.
9.4 NSM may end the Agreement in the event of non-payment, bankruptcy or a serious breach.
9.5 On termination the Client pays for all work performed and reserved capacity.
9.6 On termination all rights of use lapse.
9.7 Non-solicit: the Client will not approach or hire NSM's staff or freelancers during the term and for 12 months afterwards.
Article 10 Intellectual property
10.1 All intellectual property in methods, templates, workflows, frameworks and documentation remains with NSM.
10.2 The Client receives a non-exclusive right of use for internal use.
10.3 HubSpot configurations in the Client's environment remain accessible to the Client afterwards, but NSM may reuse concepts and structures.
10.4 Nothing is transferred unless agreed in writing.
10.5 NSM may use the Client's name and logo as a reference, unless the Client objects in writing.
Article 11 Personal data
11.1 Where NSM processes Personal Data, the Client is the controller and NSM is the processor.
11.2 Where needed, the parties enter into a data processing agreement.
11.3 NSM does not give legal advice on the GDPR; the Client remains responsible.
11.4 The Client indemnifies NSM against claims or fines arising from a breach of privacy legislation.
11.5 Advice on workflows, data flows, segmentation or marketing automation is not legal advice.
Article 12 Confidentiality
12.1 Both parties keep all confidential information strictly secret.
12.2 Exceptions apply only where information is already public, was lawfully obtained, or disclosure is required by law.
Article 13 Liability
13.1 NSM's liability is limited to direct damage.
13.2 Maximum liability: the total of the fees paid in the last 12 months.
13.3 Indirect damage is excluded (lost profit, revenue, data, reputation, and so on).
13.4 Claims lapse after 12 months.
13.5 The Client indemnifies NSM against claims by third parties.
Article 14 Force majeure
14.1 Force majeure includes, among other things, cyberattacks, outages, illness, government measures, strikes, natural disasters and outages at third parties.
14.2 If force majeure lasts more than 6 weeks, the parties may end the Agreement without liability for damages.
Article 15 Applicable law and competent court
15.1 These Terms and the Agreement are governed exclusively by Spanish law.
15.2 Disputes are submitted to the competent court in Valencia, Spain.