1. Definitions

1.1 Graifox: T. van der Hoeven Holding B.V., trading as Graifox, and its legal successors.

1.2 Client: the natural or legal person acting in the course of a business or profession that enters into an Agreement with Graifox. Graifox does not contract with consumers.

1.3 Agreement: the agreement between Graifox and the Client, formed through an Order Form or an Online Purchase, together with these terms, the Data Processing Agreement and the package overview.

1.4 Order Form: the document stating the selected package, agreed prices, term and any client-specific arrangements. For an Online Purchase, the package selected at checkout, the package overview and the checkout confirmation together take the place of the Order Form. In case of conflict the Order Form prevails over these terms.

1.5 Services: the outbound sales development services described in the Order Form and delivered through the Graifox platform, including the campaign plan (Flight Plan), outreach executed in the Client's name, reply handling, meeting scheduling and the client portal (Forward Operating Base, "FOB").

1.6 Meeting: a prospect contacted through the Services who has confirmed business interest and for whom a meeting has been booked in the Client's calendar with a confirmed date and time. A Meeting is earned, and the corresponding Credits are due, at the moment the date and time are confirmed, regardless of later rescheduling, cancellation or attendance.

1.7 Voice-Qualified Meeting: a Meeting for which the prospect has additionally been qualified in a voice conversation, as recorded in the Graifox platform.

1.8 Warm Meeting: a meeting booked through a channel aimed at the Client's existing relations, where the package overview states a separate rate.

1.9 Flight Plan: the campaign plan (strategy, target profile, channels, messaging approach) presented to the Client in the FOB for approval before launch and after material changes.

1.10 Credits: the internal settlement unit of the Graifox platform, as described in section 7.

1.11 Online Purchase: formation of an Agreement through the Graifox online checkout, as described in clause 3.5.

1.12 Package overview: the description of packages, allowances and Credit rates as shown at checkout and in the FOB at the time of purchase.

1.13 Monthly Term and Annual Term: a Monthly Term is each period of one (1) month of an Agreement that is paid monthly; an Annual Term is a term of twelve (12) months that is paid in advance. The term that applies to an Agreement is selected at checkout or stated in the Order Form (section 4).

2. Applicability

2.1 These terms apply to all offers and Agreements. The applicability of any conditions of the Client is expressly rejected.

2.2 Deviations are only valid if agreed in writing or digitally, and apply only to the Agreement for which they were agreed.

2.3 If any provision is void or voided, the remaining provisions remain in force; the parties replace the affected provision with a valid provision that approximates its purpose.

2.4 These terms also apply where Graifox engages third parties for performance.

2.5 These terms are drawn up in English. A Dutch translation is provided for convenience; in case of discrepancy the English text prevails.

3. Offers and formation

3.1 Offers and Order Forms are without obligation and valid for fourteen (14) days from their date, unless stated otherwise.

3.2 The Agreement is formed when the Client signs or digitally accepts the Order Form, completes an Online Purchase, or when Graifox starts performance at the Client's request, whichever occurs first.

3.3 Graifox may amend or withdraw an offer based on incorrect or incomplete information provided by the Client.

3.4 Prices are stated in the Order Form or, for an Online Purchase, at checkout at the time of purchase. Amounts in marketing materials or earlier documents are superseded. All amounts are exclusive of VAT.

3.5 Online Purchase. The person completing the purchase declares that they act in the course of a business and are authorised to represent the Client, and accepts these terms and the Data Processing Agreement on the Client's behalf. Graifox may decline or reverse an Online Purchase within five (5) business days after payment, for example where onboarding shows that the Client or its market does not fit the Services. In that case Graifox refunds the amounts paid for the part of the Services not yet delivered, and no further obligations arise on either side.

3.6 All numbers of meetings, replies, opportunities or other results mentioned on the website, in the package overview, at checkout or in any other material, whether or not marked as estimates, are indications based on experience and expressly not a commitment. No right to a refund, to Credits, to damages or to termination can be derived from results falling short of such indications.

4. Term and termination

4.1 Term. When the Client buys a package online, the Agreement starts on the date of payment and runs for successive Monthly Terms of one (1) month, without a minimum term. Either party may end the Agreement by giving at least fourteen (14) days written notice before the end of a Monthly Term; the Agreement then ends at the end of that Monthly Term. Notice given later ends the Agreement at the end of the following Monthly Term. An Annual Term runs for twelve (12) months from the date of payment and is paid in advance; clause 4.2 applies to it. For an Agreement concluded through an order form, the term stated in the order form applies; absent such a term, this section 4.1 applies.

4.2 Annual Term. Where an Annual Term is selected, the Agreement runs for twelve (12) months from the date of payment and thereafter renews for successive Annual Terms of twelve (12) months, unless terminated in writing at least thirty (30) days before the end of the running Annual Term. The price is fixed for the duration of each Annual Term. An Annual Term cannot be terminated early by the Client.

4.3 Costs incurred at the start. Graifox procures and configures the infrastructure for the Services (including sending domains, mailboxes and data) in advance for the full term and incurs the corresponding costs at the start. If the Agreement ends before the end of its term for a reason attributable to the Client, or is terminated by Graifox under clause 4.4, the fees for the remainder of the term remain due as coverage of costs already incurred, and not as a penalty.

4.4 Graifox may suspend or terminate the Agreement with immediate effect, without liability for damages and without prejudice to its right to payment, if the Client fails to meet its obligations and does not cure within seven (7) days after notice, if the Client's conduct exposes Graifox or its infrastructure to legal, reputational or deliverability risk, or if Graifox has well-founded reasons to expect such failure.

4.5 Either party may terminate with immediate effect if the other party applies for or is granted suspension of payments, files for or is declared bankrupt, or is liquidated.

4.6 Upon termination, the fees for the current period and all amounts corresponding to Credits already consumed or Meetings already earned remain due. Remaining Credits lapse in accordance with clause 7.7. Sections 8 through 12 and 15 survive termination.

5. Performance of the Services

5.1 Graifox performs the Services to the best of its knowledge and ability. All obligations of Graifox are best-efforts obligations. Graifox does not guarantee any specific result, including any number of replies, meetings or revenue, any deliverability or response rate, or delivery within a period.

5.2 Campaigns launch only after the Client has approved the Flight Plan in the FOB, by e-mail or in writing; activating a campaign in the FOB constitutes approval. With its approval the Client confirms the targeting, exclusions, messaging approach and channels described in the Flight Plan, and is responsible for them.

5.3 The Client may request adjustments through the adjustment process in the FOB. Adjustments take effect after confirmation by Graifox. Graifox determines the manner in which the Services are performed and may change features of the platform, provided the core of the Services is maintained.

5.4 Graifox may use subcontractors and service providers for performance.

5.5 Graifox may suspend the Services for maintenance, security or platform-integrity reasons and will limit interruptions to what is reasonably necessary. Such suspensions do not entitle the Client to any refund or compensation.

6. Obligations of the Client

6.1 The Client provides in a timely, correct and complete manner all information and cooperation reasonably required, including the intake, its exclusion lists, approvals and the connections needed for technical setup (such as calendar connection and, where applicable, account access under clause 6.3).

6.2 Exclusion lists. The Client provides and keeps current, in the FOB, the list of domains and organisations that must not be approached (including existing customers, partners, competitors and other relations). Graifox does not verify whether a contact has an existing relationship with the Client. A contact that is not on the exclusion list may be approached, and the consequences of an incomplete or outdated exclusion list are for the Client's account.

6.3 Where the Services include outreach through the Client's own accounts (such as a LinkedIn profile), the Client makes such account available at its own initiative, confirms that it is authorised to do so, and accepts the risk described in section 9.

6.4 The Client warrants that the information, lists and materials it provides may lawfully be used for the Services and do not infringe rights of third parties, and that it has a legal basis for the processing it instructs.

6.5 The Client treats prospects and the data received through the Services in accordance with applicable law, including data protection and marketing legislation, honours opt-outs and forwards to Graifox without delay any opt-out or complaint it receives directly.

6.6 If the Client fails to provide required cooperation, Graifox may suspend performance and charge reasonable additional costs; agreed periods are extended accordingly and fees remain due.

6.7 Sending domains, mailboxes and other infrastructure provisioned by Graifox remain the property of Graifox and are not transferred to the Client at any time, including after termination.

7. Credits, prices, invoicing and payment

7.1 The fees consist of a subscription for the selected package, usage settled in Credits, and any one-time fees stated in the Order Form. Credits are the internal settlement unit of the platform; one (1) Credit corresponds to an accounting value of EUR 1 for the calculation of usage only. Credits are not money and not electronic money, have no cash value, are not transferable, bear no interest and can be used only to settle Services under the Agreement.

7.2 Each package includes the monthly Credit allowance stated in the package overview. Usage is settled at the Credit rates stated in the package overview at the time of the Agreement, unless the Order Form states otherwise. Credits are deducted at the moment the corresponding service is earned or, for period-based services, at the start of the period.

7.3 Where the package overview states that Credits for a service are re-credited (such as a strike that results in no meeting), re-crediting takes place in Credits only, and clause 7.7 applies.

7.4 The monthly allowance is credited at the start of each subscription month. Unused allowance Credits carry over, provided that the total balance of allowance Credits never exceeds two (2) monthly allowances of the current package; any balance above that maximum lapses without compensation when the new allowance is credited. Top-up Credits do not count toward this maximum.

7.5 Top-ups are paid in advance and credited upon receipt of payment. Top-up Credits do not lapse during the term; upon termination clause 7.7 applies to them in full. Allowance Credits are deducted before top-up Credits.

7.6 If the Credit balance is insufficient for a service, Graifox may pause the parts of the Services that consume Credits until the balance is restored. The subscription continues during such a pause.

7.7 Upon termination or expiry of the Agreement, for whatever reason, all remaining Credits lapse immediately and without compensation. Credits are never paid out, refunded, converted into money or transferred.

7.8 The records of Credit balances and usage in the Graifox platform are leading, subject to proof to the contrary.

7.9 Subscriptions and one-time fees are invoiced or charged in advance, monthly or for the Annual Term as selected. Top-ups are charged at purchase. Payment takes place through the payment flow in the checkout or the FOB (card payment or SEPA direct debit). All payments are final and non-refundable, except where these terms expressly provide otherwise.

7.10 SEPA direct debit. Where agreed, the Client grants Graifox a SEPA B2B or Core direct debit mandate through the payment flow. Graifox announces each collection at least two (2) days in advance, which may be by invoice or portal notification. In case of a failed or reversed collection the amount remains due, Graifox may charge reasonable administration costs, and may retry collection or require payment by transfer.

7.11 Invoices not collected by direct debit or charged through the checkout are payable within fourteen (14) days of the invoice date.

7.12 Objections to an invoice or a Credit deduction must be raised in writing within fourteen (14) days of the invoice date or the deduction as recorded in the platform; thereafter the invoice or deduction is deemed accepted. Objections do not suspend the payment obligation.

7.13 If the Client fails to pay on time, the Client is in default by operation of law and owes statutory commercial interest and extrajudicial collection costs of fifteen percent (15%) of the outstanding amount with a minimum of EUR 250. Graifox may suspend the Services during default.

7.14 The Client is not entitled to set-off or suspension.

7.15 Graifox may adjust its prices and Credit rates with at least one (1) month's notice. Such an adjustment never takes effect during a running Annual Term; for an Annual Term, it applies from the next Annual Term.

8. Liability

8.1 Graifox is only liable for direct damage that is attributable to Graifox. Liability for indirect damage is excluded in full, including consequential damage, lost profit, lost revenue, lost savings, loss of data, loss of goodwill, reputational damage, damage due to business interruption, and damage resulting from measures of third-party platforms.

8.2 Graifox's total liability under or in connection with the Agreement, on whatever legal basis, is limited to the subscription fee actually paid by the Client for the subscription month in which the event causing the damage occurred. This limit applies per event, a series of connected events counting as one event, and is at the same time the maximum for all events together in one contract year.

8.3 Direct damage means only: reasonable costs to establish the cause and extent of the damage, reasonable costs to have the Agreement performed properly after all, and reasonable costs to prevent or limit damage, insofar as attributable to Graifox.

8.4 The limitations do not apply in case of intent or deliberate recklessness of Graifox's management.

8.5 Graifox is not liable for damage caused by incorrect or incomplete information, lists or instructions provided by the Client; by targeting, exclusions or content approved by the Client; by acts or omissions of platform providers and other third parties; or by measures taken by third-party platforms against accounts of the Client.

8.6 The Client notifies Graifox in writing of any claim within thirty (30) days after discovery of the damage, with a description of the damage and its cause. Any claim lapses six (6) months after the event that caused the damage.

8.7 The Client indemnifies Graifox against all third-party claims, including claims of prospects and data subjects, and against fines and costs, to the extent the cause is attributable to the Client, including claims arising from targeting or content approved by the Client, from incomplete exclusion lists, from information the Client failed to provide, or from a breach of clause 6.4.

8.8 Graifox never owes penalties, liquidated damages, service credits or any other fixed compensation, unless agreed in a signed Order Form.

9. Third-party platforms and channels

9.1 The Services depend on third-party platforms and providers (including e-mail infrastructure, professional network platforms, calendar and payment providers, telephony and AI providers). Graifox has no control over their availability, policies or decisions and does not guarantee the operation of such platforms.

9.2 Outreach through professional network platforms such as LinkedIn is subject to those platforms' terms. The Client acknowledges that automation and elevated activity may lead to warnings, restrictions or suspension of the Client's account, requests such outreach at its own initiative and accepts this risk. Graifox is not liable for measures taken by platforms against Client accounts.

9.3 If a platform materially changes or blocks functionality required for the Services, the parties consult on a reasonable alternative; such change constitutes force majeure for the affected part of the Services.

10. Compliance, outreach and AI

10.1 The Services consist of business-to-business outreach performed in the name of and for the benefit of the Client. The Client is the sender of the communications within the meaning of applicable marketing and telecommunications law. Graifox performs the outreach as the Client's service provider, in accordance with the approved Flight Plan.

10.2 Graifox applies safeguards including targeting on business contacts, exclusion lists, suppression of opt-outs across channels, opt-out wording in outreach and volume controls. These safeguards are best efforts and do not shift responsibility to Graifox.

10.3 Parts of the content and conversation handling are generated with AI systems under human-defined guidelines. The Client approves the tone and approach through the Flight Plan. Upon a direct question from a prospect, the use of automation is not denied.

10.4 Each party is responsible for its own compliance with applicable law. The processing of personal data is governed by the Data Processing Agreement.

10.5 AI voice conversations and disclosure. The Services may include telephone or online conversations conducted by an AI voice assistant in the name and for the benefit of the Client, within the framework approved by the Client. Clause 10.1 applies equally. In every conversation, irrespective of the jurisdiction of the prospect and irrespective of whether applicable law requires it, the assistant states in its first sentence that it is an AI assistant. Where a prospect asks whether they are speaking to an AI, this is confirmed and never denied. Graifox verifies the disclosure against the transcript of each conversation.

10.6 Voice consent. Where a voice resembling or cloned from a real person is used, the Client grants express permission for that use and warrants that it is authorised to give that permission, provides evidence of the underlying consent at Graifox's first request, and informs Graifox without delay if the consent is withdrawn. A cloned voice is used solely for the Client's own campaigns.

10.7 Calling rules and consent. Graifox never places a cold call. An outbound conversation takes place only after the prospect has given prior express consent to be called, recorded by Graifox with the prospect's own wording, the moment the prospect chose and the number the prospect provided, or on the prospect's own initiative where the prospect calls the number offered to them (inbound). A number other than the one provided by the prospect is not called. Outbound calls are placed on business days between 09:00 and 17:00 in the local time of the prospect; where that time zone is unknown, no call is placed. Graifox makes at most one attempt and one retry per consent and leaves no voicemail. Calls carry a genuine calling number. Exclusion lists and do-not-call requests (clause 10.10) take precedence over any consent. The Client remains responsible for the calling and consent rules applicable to its approved targeting and to the jurisdiction of the prospect; clauses 8.5 and 8.7 apply.

10.8 Recording and retention. Voice conversations are recorded and transcribed for qualifying the prospect and preparing the meeting briefing for the Client, and for verification of bookings, quality control and dispute resolution. The prospect is informed of the recording in the conversation and in the privacy statement. Recordings and transcripts are held at the speech provider for no longer than ninety (90) days after the conversation; this is a maximum, not a guaranteed retention period. Graifox may shorten this period at any time; it is extended only with the written agreement of the Client. The qualification result, the briefing and the record of consent are retained in the Graifox platform under the Data Processing Agreement. The Client, as the party in whose name the conversations are conducted, is the controller in respect of its prospects and is responsible for the lawful basis for the recording within the approved targeting.

10.9 Nature of the assistant. The assistant is an automated system that qualifies prospects in the name of the Client. It makes no commitments, quotes no prices, concludes no agreements and makes no statements that bind the Client or Graifox; a booking made by the assistant is an invitation to a conversation, not an offer. The Client warrants the accuracy of its qualification criteria, proposition and knowledge base as approved in the FOB, and its right to approach the prospect; the indemnity for targeting and content approved by the Client (section 6 and clauses 8.5 and 8.7) applies in full to voice conversations, and complaints or claims of prospects relating to voice conversations within the approved framework are for the account of the Client. Graifox gives no guarantee as to reach, whether a prospect answers, or the outcome of a conversation. Credits for a Voice-Qualified Meeting are due only for a meeting booked by the assistant and confirmed by the calendar source, as recorded in the Graifox platform. Failures or outages at the speech provider or the telephony provider are third-party platform risk under section 9 and fall within the limitation of liability in section 8.

10.10 Do not call. A request by a prospect not to be called again takes effect immediately and permanently for the number concerned. It stops any attempt in progress, is recorded in the Client's exclusion list and in the suppression register referred to in the Data Processing Agreement, and is honoured across all campaigns Graifox executes. A withdrawal of the consent referred to in clause 10.7 has the same effect. The approved targeting cannot limit this.

11. Intellectual property and data

11.1 All intellectual property rights in the Graifox platform, systems, methods, playbooks, software, templates and documentation remain with Graifox. The Client obtains a non-exclusive, non-transferable right to use the platform and deliverables for its own business during the term.

11.2 Content produced for the Client's campaigns may be used by the Client for its own marketing and sales during the term.

11.3 Data provided by the Client remains the property of the Client. Campaign and interaction data recorded in the Graifox platform may be used by Graifox in aggregated and anonymised form for the improvement and benchmarking of its services.

11.4 Graifox does not warrant the availability, completeness or retention of data in the FOB and is not obliged to provide exports or reports beyond what the FOB shows. The return of personal data at the end of the Agreement is governed by the Data Processing Agreement.

11.5 Graifox may mention the Client's name and logo as a reference, unless the Client objects in writing.

12. Confidentiality

12.1 Each party keeps confidential all non-public information of the other party obtained in connection with the Agreement, uses it only for the performance of the Agreement and protects it with at least reasonable care. This obligation survives termination.

13. Force majeure

13.1 Graifox is not obliged to perform any obligation if prevented by force majeure, which includes, in addition to what follows from law and case law: failures of internet, hosting, e-mail, telephony or platform providers, platform policy changes, deliverability restrictions, cyber incidents despite reasonable security, strikes, illness of key staff and government measures.

13.2 During force majeure, obligations are suspended without liability. If force majeure lasts longer than sixty (60) days, either party may terminate the affected part of the Agreement without liability for damages. Work already performed and costs already incurred under clause 4.3 are settled.

14. Changes to these terms

14.1 Graifox may amend these terms. Amendments take effect thirty (30) days after notification on the legal page or in the FOB. If an amendment materially disadvantages the Client, the Client may terminate the Agreement effective the date the amendment takes effect, by notice within that thirty-day period. An amendment never shortens or extends a running Annual Term or the price of a running Agreement.

15. Governing law and disputes

15.1 Dutch law applies exclusively. The Vienna Sales Convention does not apply.

15.2 The court of Amsterdam has exclusive jurisdiction, unless mandatory law provides otherwise.

15.3 The parties only turn to the court after making reasonable efforts to resolve the dispute in mutual consultation.

16. Miscellaneous

16.1 Graifox may assign the Agreement or its rights to an affiliate or a successor of its business. The Client may not assign without Graifox's written consent.

16.2 Communications may take place electronically; messages in the FOB and e-mails count as written.

16.3 A failure to enforce a provision is not a waiver of that provision.