Corenorthstudio is a Netherland a registered marketing and business development agency operating under Dutch commercial law. It provides marketing services directly to clients and acts as a commercial referral intermediary connecting businesses with qualified agency partners. Corenorthstudio is registered with the Dutch Chamber of Commerce (Kamer van Koophandel, "KVK") under KVK number [to be inserted upon registration] and operates from the Netherlands.

1.1. Scope of These Terms
These Terms of Service ("Terms") govern the relationship between Corenorthstudio ("we," "us," "our," or "the Company") and:
Clients: Any individual, business entity, or organization that engages in Corenorthstudio directly for marketing or business development services ("Client").
Agency Partners, Partner or Agency: Any company, firm, or individual that enters into a Referral Partnership Agreement with Corenorthstudio to receive client introductions in exchange for a commission or other agreed arrangement ("Partner" or "Agency Partner").
Referred Parties: Any individual or business introduced by Corenorthstudio to an Agency Partner for the purpose of entering into a commercial relationship with that Agency Partner.

1.2. Hierarchy of Documents
Where a separate written agreement (such as a Client Services Agreement, a Referral Partnership Agreement, or a Project-Specific Statement of Work or any other form of agreement or contract) has been signed by parties involved, that document takes precedence over these Terms to the extent of any direct inconsistency. In all other respects, these Terms apply in full.

1.3. Acceptance
Acceptance of these Terms occurs upon the earliest of signing any agreement, proposal, or statement of work issued by or referencing Corenorthstudio; paying any invoice or retainer issued by Corenorthstudio; submitting a signed onboarding form, intake questionnaire, or written instructions to commence work; or, in the case of Agency Partners, executing a Referral Partnership Agreement.

2.1. Direct Marketing Services
For Clients who engage Corenorthstudio directly, the Company offers various marketing, lead generation, and strategy services as agreed in a signed Statement of Work or proposal. All such services are delivered on a best‑efforts basis, and Corenorthstudio does not guarantee any specific number of leads, sales, revenue, search rankings, or other business outcomes. Market conditions, third‑party platform changes, budget constraints, and Client actions may all affect results beyond Corenorthstudio's control. Corenorthstudio reserves the right to modify or adapt the methods and tools used to deliver a service, provided the overall scope and outcome agreed in writing remain materially unchanged. Any change to the agreed scope, timeline, or pricing requires a written amendment signed by both parties.

2.2. Referral Partnership
Corenorthstudio also operates as an independent referral intermediary. In this capacity, Corenorthstudio identifies, qualifies, and introduces prospective clients to Agency Partners. Corenorthstudio does not make sales or sign contracts on behalf of any agency partner and is not a party to any agreement entered into between an Agency Partner and a referred party.

2.3. No Guarantee of Results
All marketing and lead generation services are delivered on a best-efforts basis. Corenorthstudio does not guarantee any specific number of leads, sales, revenue, traffic growth, search rankings, or business outcomes from its services. Market conditions, third-party platform changes, budget constraints, and the actions of the Client may all affect outcomes beyond our control.

2.4. Service Modifications
Corenorthstudio reserves the right to modify, improve, or adapt the specific methods and tools used to deliver a service, provided the overall scope and outcome agreed in the relevant agreement remain materially unchanged. Any change to the agreed scope, timeline, or pricing requires a written amendment signed by both parties.

This section sets out what Corenorthstudio is specifically responsible for in each type of relationship it operates within.

3.1. Corenorthstudio's Responsibilities
Corenorthstudio is responsible for:
Delivering all agreed services with reasonable skill, care, and diligence, in accordance with generally accepted standards for the marketing industry.
Maintaining open and timely communication with Clients regarding the status, progress, and outcomes of active campaigns or projects.
Handling all personal data provided by Clients, Agency Partners, and Referred Parties in compliance with the Dutch General Data Protection Regulation (AVG) and applicable EU data protection law.
Maintaining professional conduct and confidentiality in all dealings with Clients, Agency Partners, and third parties.
Ensuring that its referral activities are conducted fairly, transparently, and without misrepresenting the Partner's products, services, pricing, or capabilities.
Maintaining accurate records of all lead submissions, commissions received, and client engagements for a minimum period of three (3) years.
Registering and maintaining valid business registration with the Dutch KVK and complying with all applicable Dutch business and tax laws.

3.2. Corenorthstudio's Duties
In the performance of its services, Corenorthstudio has the following duties:
Duty of Confidentiality. Not to disclose any non-public business information, pricing data, client lists, or commercially sensitive materials shared by Clients or Agency Partners, except as required by law.
Duty of Honest Representation. Not to make false, misleading, or exaggerated claims about its services, outcomes, or the capabilities of any Agency Partner when communicating with Referred Parties or Clients.
Duty to Refer Transparently. When acting as a referral intermediary, Corenorthstudio clearly identify itself as an independent intermediary and shall not represent itself as an employee, agent, or legal representative of any Agency Partner, unless the parties expressly agree otherwise in writing.
Duty to Report Conflicts. To promptly disclose any material conflict of interest that arises in the course of any engagement, including where Corenorthstudio has a financial or business interest that may affect the impartiality of its advice or referrals.
Duty of Care in Data Handling. To implement appropriate technical and organizational security measures to protect personal data against unauthorized access, accidental loss, or destruction, in accordance with AVG/GDPR requirements.

3.3. Corenorthstudio's Obligations
Corenorthstudio commits to the following specific obligations:
To provide each Client with a written proposal or Statement of Work that clearly sets out the scope of services, deliverables, timeline, and pricing before work commences.
To notify Clients of any material delay, obstacle, or change of circumstances that may affect the delivery of agreed services within five (5) business days of becoming aware of the same.
To respond to all written communications from Clients and Agency Partners within three (3) business days, unless a different response timeframe is agreed in writing.
To issue accurate invoices that clearly state the services rendered, the applicable period, the amount due, and the payment due date.
To maintain appropriate professional indemnity or liability insurance commensurate with the scale of its engagements, where legally required or commercially reasonable.
To comply with all applicable advertising standards, data marketing regulations, and anti-spam laws.

This section applies exclusively to businesses and individuals who have entered into a Referral Partnership Agreement with Corenorthstudio. These obligations supplement those set out in the Referral Partnership Agreement.

4.1. Agency Partner's Responsibilities
Each Agency Partner is solely responsible for:
The quality, accuracy, fitness for purpose, safety, and legality of its own products and services delivered to any Referred Party or other client.
Conducting its own sales process with any Referred Party introduced by Corenorthstudio, including meetings, negotiations, contract drafting, and signing.
All invoices, payment collection, and dispute resolution with Referred Parties and their own clients.
Ensuring its own business operations, contracts, and marketing practices comply with all applicable Dutch and EU law, including consumer protection law, data protection law, and sector-specific regulations.
Maintaining its own appropriate business insurance, including professional indemnity and public liability cover where applicable.
Tracking and recording all Referred Parties introduced by Corenorthstudio in its own CRM or equivalent business management system from the date of introduction.
Promptly notifying Corenorthstudio in writing within ten (10) business days of any Referred Party signing a contract with the Agency Partner.

4.2. Agency Partner's Duties
In its relationship with Corenorthstudio and in handling Referred Parties, each Agency Partner has the following duties:
Non-Circumvention. Not to bypass Corenorthstudio's commission entitlement by establishing or encouraging direct relationships with Referred Parties in a manner designed to avoid payment. This duty continues for twelve (12) months following termination of the Referral Partnership Agreement.
Accurate Reporting. To provide Corenorthstudio with accurate, complete, and timely reports of all contracts signed with Referred Parties, including the contract value, start date, and duration.
Fair Dealing. To handle all Referred Parties with the same standard of professionalism, responsiveness, and commercial fairness as the Agency Partner applies to all other clients.
Duty to Respond. To acknowledge each lead submission from Corenorthstudio within seven (7) business days, either accepting the lead or raising a written, evidenced objection. Silence beyond seven (7) business days constitutes deemed acceptance.
Duty of Confidentiality. Not to disclose the terms, commission rates, or financial arrangements contained in the Referral Partnership Agreement to any third party without Corenorthstudio's prior written consent.
Duty of Data Compliance. To handle any personal data about Referred Parties provided by Corenorthstudio in compliance with the AVG/GDPR, and to use such data only for the purpose of following up the relevant introduction.

4.3. Agency Partner's Obligations
In addition to the above, each Agency Partner agrees to the following specific obligations:
To pay commissions owed to Corenorthstudio within thirty (30) calendar days of receiving payment from a Referred Party, in accordance with the agreed commission schedule.
To maintain accurate financial and commercial records relating to all Referred Parties for a minimum of three (3) years, and to make those records available to Corenorthstudio during an authorized audit.
To indemnify and hold Corenorthstudio harmless from any claims, losses, damages, costs, or liabilities brought by a Referred Party or third party arising from the Agency Partner's acts, omissions, or breach of contract.
Not to make any representation or promise to a Referred Party on behalf of Corenorthstudio without prior written authority.
To notify Corenorthstudio immediately if the Agency Partner becomes aware of any complaint, dispute, regulatory investigation, or legal claim involving a Referred Party introduced by Corenorthstudio.

(This section applies to all Clients who engage Corenorthstudio for direct marketing or business development services.)

5.1. Client's Responsibilities
Each Client is responsible for:
Providing Corenorthstudio with accurate, complete, and up-to-date information about its business, target audience, products or services, and marketing objectives at the outset of the engagement and whenever material changes occur.
Reviewing and approving all deliverables, content, and campaign materials submitted by Corenorthstudio within the timeframes agreed in the relevant Statement of Work or proposal. Where no timeframe is specified, approval or feedback must be provided within seven (7) business days.
Ensuring that all materials, content, brand assets, or information provided to Corenorthstudio for use in its services do not infringe the intellectual property rights of any third party and are not false, misleading, or illegal.
Maintaining its own business operations, client relationships, and legal compliance independently of Corenorthstudio's services.

5.2. Client's Duties
Each Client owes the following duties in its relationship with Corenorthstudio:
Duty of Cooperation. To cooperate actively and in good faith with Corenorthstudio's reasonable requests for information, approvals, access to platforms or tools, and participation in strategy sessions required to deliver the agreed services.
Timely Payment. To pay all invoices issued by Corenorthstudio by the due date stated on those invoices, without set off or deduction, unless a specific written dispute has been raised in accordance with Section 7.
Honest Briefing. To provide Corenorthstudio with a truthful and complete brief. Providing false or misleading information that causes Corenorthstudio to incur additional costs or produce incorrect deliverables is a breach of these Terms.
Duty Not to Interfere. Not to instruct Corenorthstudio's staff, subcontractors, or suppliers directly without Corenorthstudio's written consent, and not to take actions that may undermine or conflict with an active campaign or strategy being delivered by Corenorthstudio.
Duty of Confidentiality. Not to disclose, share, or use any proprietary methods, frameworks, templates, pricing structures, or business processes shared by Corenorthstudio in the course of its services, for any purpose other than receiving the benefit of those services.

5.3. Client's Obligations
Each Client agrees to the following specific obligations:
To grant Corenorthstudio all licenses, access permissions, and authorizations reasonably necessary to perform the agreed services including, where applicable, admin access to agreed advertising accounts, analytics platforms, social media profiles, and content management systems within five (5) business days of being requested.
To notify Corenorthstudio in writing at least fourteen (14) days before the expiry of any minimum engagement period if it does not wish to renew or continue services.
To ensure that any materials provided to Corenorthstudio for publication or distribution (including logos, images, text, and pricing information) are fully accurate and have received all necessary internal approvals.
To keep all login credentials, access tokens, and API keys provided by Corenorthstudio secure and confidential, and to notify Corenorthstudio immediately if any such credentials are compromised.
To pay any third-party costs including advertising platform spend, domain registration, software subscriptions, or hosting fees — that are required to deliver the agreed services, unless Corenorthstudio has explicitly agreed in writing to cover those costs within the agreed fee.

6.1. General Payment Structure
All payments due under engagements involving Corenorthstudio (whether between Corenorthstudio and a Client, between Corenorthstudio and an Agency Partner, or in any arrangement involving multiple parties) shall be structured and directed as agreed in writing between all parties involved. Where more than two parties are engaged in a commercial arrangement, the specific payment flows, timing, currency, method, and amounts shall be set out in a signed agreement, appendix, or written confirmation that is acknowledged by each party to whom a payment obligation applies. No party shall be bound by payment obligations that have not been expressly agreed to in writing by that party.

6.2. Client Invoicing and Payment
Unless otherwise agreed in a signed proposal or statement of work:
Invoices are issued in Euros (EUR) or U.S Dollars (USD) and must be paid within fourteen (14) calendar days of the invoice date.
Retainer and monthly service fees are invoiced at the beginning of each service month and are non-refundable once the relevant month has commenced.
Project-based fees may be structured as an upfront deposit (typically fifty percent (50%) of the total project fee), with the remainder due upon delivery of the final agreed deliverable or at a milestone agreed in writing.

6.3. Commission Payments by Agency Partners
Commission payments owed by Agency Partners to Corenorthstudio shall be governed by the specific commission schedule set out in the applicable Referral Partnership Agreement.

6.4. Disputed Invoices
A party wishing to dispute an invoice must:
Notify Corenorthstudio in writing within seven (7) business days of the invoice date, stating the specific amount disputed and the grounds for the dispute.
Pay the undisputed portion of the invoice by the original due date.
Engage in good faith discussions to resolve the dispute within fourteen (14) business days of giving notice. Failure to notify a dispute within seven (7) business days constitutes acceptance of the full invoice amount.

6.5. Currency and Banking Costs
All invoices are denominated in Euros. Any currency conversion costs, international bank transfer fees, or intermediary bank charges are the sole responsibility of the paying party, and the full invoiced amount must be received by Corenorthstudio net of all banking charges.

7.1. Corenorthstudio's Intellectual Property
All templates, frameworks, methodologies, tools, systems, and proprietary processes used or developed by Corenorthstudio in the delivery of its services remain the exclusive intellectual property of Corenorthstudio. No engagement grants any Client or Agency Partner any ownership of, or license to use, Corenorthstudio's proprietary methods beyond the scope of the specific engagement for which they were applied.

7.2. Client Content and Materials
Clients retain full ownership of all content, brand assets, data, and materials they provide to Corenorthstudio. Upon full payment of all fees due, ownership of any custom deliverables created by Corenorthstudio specifically for the Client such as bespoke written content, campaign copy, or custom graphic assets transfers to the Client. Until full payment is received, Corenorthstudio retains all rights to such deliverables and may withhold them.

7.3. Third-Party Licenses
Where Corenorthstudio uses third-party licensed tools, platforms, stock imagery, or software in the delivery of services, the Client acknowledges that those elements remain subject to the terms and licenses of their respective owners and may not be repurposed or sublicensed outside the agreed use case.

7.4. Partner Branding
Agency Partners grant Corenorthstudio a limited, non-exclusive, revocable license to display their name and logo in Corenorthstudio's marketing materials and website for the purpose of indicating the existence of the referral partnership. This license may be revoked by either party in writing with seven (7) days' notice.

Corenorthstudio provides marketing and referral services on the best, commercially reasonable basis. Marketing, lead generation, and business development are activities that are subject to market conditions, platform algorithm changes, audience behavior, competitive dynamics, and economic factors that are entirely outside Corenorthstudio's control. Corenorthstudio does not guarantee, represent, or warrant that its services will generate any specific number of leads, any particular level of website traffic or search rankings, any minimum conversion rate, any amount of revenue or profit, or any specific business outcome of any kind for any Client or Agency Partner. Projected results provided in proposals or pitches are illustrative estimates based on industry benchmarks and past experience and are not contractual commitments.

When Corenorthstudio acts as a referral intermediary, its role is strictly limited to identifying and introducing prospective clients to Agency Partners. Corenorthstudio is not a party to any agreement, transaction, project, or relationship entered into between an Agency Partner and a Referred Party after the introduction has been made. Corenorthstudio accepts no responsibility whatsoever and specifically disclaims all liability for the quality, timeliness, accuracy, legality, safety, or fitness for purpose of any product, service, advice, or deliverable provided by an Agency Partner to any Referred Party. Any dispute between an Agency Partner and a Referred Party is a matter solely between those two parties. Referred Parties seeking recourse for unsatisfactory services must direct their claims exclusively to the Agency Partner, not to Corenorthstudio.

Nothing in any service provided by Corenorthstudio, in any communication from Corenorthstudio, or in any deliverable produced by Corenorthstudio constitutes legal advice, financial advice, investment advice, accounting advice, tax advice, or any other form of professionally regulated advice. Corenorthstudio is a marketing and business development agency, not a law firm, accounting firm, financial services provider, or regulated advisory business. Clients and Agency Partners are responsible for obtaining their own independent legal, financial, regulatory, and technical advice before making business decisions, signing contracts, or implementing strategies including those informed by Corenorthstudio's services. Corenorthstudio shall not be liable for any loss or damage arising from a party's reliance on any communication from Corenorthstudio as a substitute for professional advice in a regulated field.

Corenorthstudio's services may involve the use of or reference to third-party digital platforms, advertising networks, social media services, analytics tools, CRM systems, and other software products operated by independent third parties (including but not limited to Google, Meta, LinkedIn, and HubSpot). Corenorthstudio is not affiliated with, endorsed by, or acting as an agent of any such third party unless expressly stated. Corenorthstudio accepts no liability for any downtime, algorithm changes, policy updates, account suspensions, data losses, security incidents, or other adverse events affecting any third-party platform or tool, even where such events materially affect the results of agreed services. Clients are responsible for ensuring their own compliance with the terms of service of any third-party platforms used in connection with Corenorthstudio's services.

Agency Partners are not authorized to make any representations, promises, warranties, or commitments on behalf of Corenorthstudio to Referred Parties or third parties. Corenorthstudio is not bound by and expressly disclaims any statement made by an Agency Partner that purports to represent Corenorthstudio's services, capabilities, pricing, timelines, or business practices. Similarly, Corenorthstudio makes no representations and gives no warranties regarding the capabilities, qualifications, pricing, creditworthiness, or business practices of any Agency Partner, and Referred Parties should conduct their own due diligence before entering into any agreement with an Agency Partner.

To the fullest extent permitted by Dutch law, Corenorthstudio's total aggregate liability to any single party whether arising in contract, tort (including negligence), breach of statutory duty, or any other cause shall not exceed the total fees paid by or to that party in the three (3) calendar months immediately preceding the event giving rise to the claim. In the context of a referral relationship where no fees have yet been paid, the minimum applicable cap shall be five hundred euros (€500).

13.1. Exclusion of Consequential Loss
Corenorthstudio shall not be liable for any indirect, special, incidental, punitive, or consequential loss or damage, including loss of profits, loss of revenue, loss of business opportunity, loss of data, business interruption, reputational harm, or wasted expenditure, whether or not Corenorthstudio was advised of the possibility of such loss.

12.2 Client Indemnity
Each Client agrees to indemnify, defend, and hold Corenorthstudio and its owners, employees, contractors, and agents harmless from and against any third-party claims, liabilities, losses, costs, and expenses (including reasonable legal fees) arising from:
The Client's breach of any provision of these Terms or any signed agreement.
The Client's infringement of any third party's intellectual property rights.
Any content or materials provided by the Client that are false, misleading, infringing, or unlawful.
The Client's own business operations or decisions taken in reliance on Corenorthstudio's services.

13.3 Agency Partner Indemnity
Each Agency Partner agrees to indemnify, defend, and hold Corenorthstudio harmless from and against any claims, liabilities, costs, or expenses brought by any Referred Party or other third party arising from the Agency Partner's acts or omissions in connection with any Referred Party, or from the Agency Partner's breach of its Referral Partnership Agreement or these Terms.

13.4. Exceptions
The limitations in Sections 10.1 and 10.2 do not apply to liability arising from fraud, willful misconduct, gross negligence, or any liability that cannot lawfully be limited or excluded under mandatory Dutch law.

14.1. Governing Law
These Terms and all engagements arising under them are governed by the laws of the Netherlands, excluding any conflict of law rules that would result in the application of another country's law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

14.2. Jurisdiction
Any dispute, controversy, or claim arising out of or in connection with these Terms including their formation, validity, performance, or termination shall be submitted to the exclusive jurisdiction of the competent court in Netherlands. All parties irrevocably submit to this jurisdiction.

14.3. Amicable Resolution
Before initiating formal legal proceedings, the disputing parties shall attempt to resolve the matter amicably by escalating it to their respective principals or senior decision-makers. If no resolution is reached within twenty-one (21) calendar days of written notice of the dispute, either party may proceed to court.

14.4. Language
These Terms are drafted in English. In the event of any translation being produced for convenience, the English text shall prevail in all cases of conflict or ambiguity.

15.1. Entire Agreement
These Terms, together with any signed proposal, Statement of Work, Client Services Agreement, or Referral Partnership Agreement, constitute the entire agreement between the relevant parties relating to the subject matter hereof and supersede all prior negotiations, agreements, representations, and understandings.

15.2. Amendments
Corenorthstudio reserves the right to update or amend these Terms from time to time. Clients and Agency Partners will be notified of any material changes by email at least fourteen (14) days before the changes take effect. Continued engagement with Corenorthstudio after that date constitutes acceptance of the amended Terms. Amendments to specific signed agreements require written consent from all relevant parties.

15.3. Severability
If any provision of these Terms is found to be unenforceable or invalid by a competent court, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be saved. All other provisions remain in full force and effect.

15.4. Waiver
No failure or delay by Corenorthstudio in exercising any right under these Terms shall constitute a waiver of that right. Rights may only be waived by a clear, specific, written waiver signed by an authorized representative of Corenorthstudio.

15.5. Assignment
Clients and Agency Partners may not assign, transfer, or novate any rights or obligations under these Terms or any related agreement without Corenorthstudio's prior written consent. Corenorthstudio may assign these Terms including to a successor entity upon a change in business structure without consent, provided the successor is bound by the same terms.

15.6 Force Majeure
Corenorthstudio shall not be liable for any failure or delay in performing its obligations caused by events beyond its reasonable control, including natural disasters, cyberattacks, internet infrastructure failures, governmental actions, strikes, pandemics, or the failure of third-party platforms. Corenorthstudio will notify affected parties as soon as practicable and resume performance as soon as the force majeure event allows.

15.7. Electronic Signatures and Counterparts
Any agreement referencing these Terms, including any Statement of Work or Referral Partnership Agreement, may be executed by electronic signature. Electronic signatures shall have the same legal effect as handwritten signatures under Dutch law. Documents may be signed in counterparts, each of which shall constitute an original.

15.8. Contact and Notices
All formal notices under these Terms must be sent in writing by email to the respective e-mails of the parties.