These terms apply to business-to-business services provided by ThomasMedia when incorporated into the client agreement. A specific written client agreement takes priority.
1. Service provider
ThomasMedia is a Dutch sole proprietorship, KvK 89782771, established at Zaanenlaan 191, 2023 SM Haarlem, the Netherlands. Contact: hello@retentionflow.co. ThomasMedia provides the services presented on the Retention Flow website. Retention Flow is not a separate contracting entity.
We work exclusively with clients acting in a business or professional capacity. Publication of these terms alone does not establish acceptance or change an existing contract.
2. Agreement and scope
The accepted proposal or signed agreement sets out the scope, fees, start date, deliverables and any specific commitments. Specific written arrangements prevail if they conflict with these terms. Changes require agreement; additional work and third-party costs must be agreed before they are charged.
Services may include email strategy, copywriting, design, Klaviyo management, campaigns, automated flows, segmentation, optimization and reporting. Website examples do not expand an agreed scope.
3. Duration and notice
Unless agreed otherwise, the initial minimum term is three months from the service start date. It then continues until terminated with one month's written notice by either party. Notice may be given by email to the other party's designated contact address.
Ordinary termination cannot take effect before the initial term ends. Notice can be given during that term for termination at its end if the full notice period is observed. Services and payment obligations continue until the effective end date. Contract-specific arrangements and statutory rights concerning serious breach remain unaffected.
4. Invoicing and payment
Unless agreed otherwise, invoices are issued weekly and must be paid within 14 days of the invoice date. Fees, currency and applicable VAT are stated in the proposal or agreement. Any performance fee requires a separately agreed calculation basis, attribution source, period and treatment of refunds.
Notify us promptly of disputed items. For overdue payment, we may send a written reminder allowing a reasonable opportunity to remedy the default. Interest, recovery costs and any suspension must comply with the agreement and applicable law. We will communicate an intended suspension and its consequences in writing.
5. Cooperation and approval
The client supplies timely instructions, accurate product information, brand materials, lawful account access and feedback. The client remains responsible for its products, offers and claims, and the rights and lawful bases for materials and customer data it supplies.
We exercise reasonable professional care. The agreement should specify approvals and any authority to send campaigns or activate flows without item-by-item approval. Silence does not automatically constitute approval. If information or approval is delayed, we explain the impact and agree necessary schedule adjustments.
6. Performance
We do not guarantee a particular revenue level, conversion rate, inbox placement or business outcome. Results depend on factors including traffic, products, offers, audience quality and platform behavior. Case studies are individual examples, not guarantees.
External platforms have their own terms and availability. Their involvement does not remove our responsibility for our own work or obligations that cannot lawfully be excluded.
7. Content rights during and after the engagement
Payment does not grant a permanent right to use our copy and designs. Unless a separate written agreement grants continuing rights, their use must stop when the engagement ends.
Subject to payment and the agreed scope, the client receives a non-exclusive licence to use our deliverables for its own business during the engagement only. Copyright is not assigned merely by payment or delivery. A buyout, transfer or continuing licence requires an express written agreement and any applicable legal formalities.
After termination, the client must stop sending, publishing, reusing or adapting agency-created copy and designs, including through active automations. Transition arrangements or a continuing licence must be agreed before the end date. Previously lawfully sent emails need not be recalled. Restricted archival copies may be retained where needed for legal records or disputes, but not for continued marketing.
These restrictions do not transfer ownership of or prevent independent use of the client's pre-existing materials, logos, photographs, customer data or accounts. Third-party assets remain subject to their own licences. We retain rights in our reusable tools, templates and methods to the extent those rights belong to us. These terms do not authorize deletion of client accounts or data.
8. Portfolio permission
Use of client names, logos, work, results and testimonials in our portfolio or marketing requires prior client permission. Permission should document the approved materials, channels and anonymity or confidentiality limits. This clause does not itself grant permission. Any duration, withdrawal or removal arrangements should be recorded with that permission.
9. Confidentiality and data
Both parties protect confidential information and use it only for the engagement or as legally required. Disclosure is limited to people and providers who need it and are subject to appropriate obligations. Lawfully independent or public information is not confidential solely because a party also supplied it.
Processing personal data on the client's behalf requires a separate data processing agreement covering instructions, security, providers, incident reporting, assistance and return or deletion. These terms and our privacy policy do not replace it.
10. Problems and responsibility
Notify us promptly of a problem so we can investigate. Where a breach can be remedied, written notice and a reasonable opportunity to remedy it should normally be given, unless the law or circumstances justify immediate action. Each party remains responsible under applicable law for its own breach and resulting losses.
A party prevented from performing by circumstances beyond its reasonable control must notify the other, explain the impact and take reasonable steps to limit disruption. The legal rules on force majeure apply.
11. Handover
The parties should agree a handover covering account access, ongoing sends, outstanding invoices and personal data. Neither party may destroy the other's property without authority. Fees for properly supplied services remain due. Unused prepayments are handled under the agreement and applicable law.
Confidentiality, accrued payment obligations and relevant post-termination restrictions continue according to their nature. Ending the engagement does not remove mandatory legal rights.
12. Governing law
Dutch law governs the agreement, subject to mandatory applicable rules. Parties first try to resolve disputes through discussion. Otherwise, the competent court is determined by law unless a valid jurisdiction agreement provides differently. Revised terms apply to an existing client only when validly agreed or otherwise lawfully applicable.