General terms and conditions
Seeders Agency Portal

1.1 These General Terms and Conditions (“Terms”) apply to all provided by and used through the Seeders Agency Portal (“Portal”), provided by Seeders Amsterdam B.V., established in Amsterdam Duivendrecht, the Netherlands, registered with the Dutch Chamber of Commerce under number 76675742 (“Seeders”).

1.2 Definitions:

• “Agency”: the contracting party that registers on the Portal and uses the Services for its own End Clients.

• “End Client”: the client of the Agency; End Clients are not parties to these Terms.

• “Services”: the execution of article and link placements for link building purposes and the provision of reporting and sales insights via the Portal.

• “Order”: a request submitted by the Agency for Services delivered via the Portal.

• “Publisher”: a third party engaged by Seeders for the execution of placements, providing the domain on which an article can be placed.

1.3 Deviations from these Terms shall only apply if expressly agreed in writing. The applicability of the Agency’s general terms and conditions is expressly rejected.

2.1 To use the Portal, the Agency must create an account, based on current and valid company information details. Registration constitutes acceptance of these Terms.

2.2 The Agency shall ensure that its account details are correct and up to date. The Agency is responsible for maintaining the confidentiality of login credentials and all activities carried out via its account.

2.3 Seeders reserves the right to suspend or terminate the Agency’s account if the Agency acts in breach of these Terms, fails to pay invoices on time, or misuses the Portal.

3.1 An Order placed via the Portal constitutes a binding agreement between the Agency and Seeders.

3.2 Seeders confirms the acceptance of the Order by making it visible in the Portal.

3.3 All Services shall be requested and managed exclusively via the Portal.

4.1 Seeders provides only the Services expressly offered in the Portal.

4.2 The Agency remains fully  responsible for:
a) communication with its End Clients;
b) account management towards End Clients;
c) invoicing to its End Clients;
d) preparing and delivering client-facing reports, if applicable;
e) all consultancy, strategy, and SEO activities beyond the placements.

4.3 Seeders does not guarantee indexing of links, SEO rankings, or traffic results, and is not liable for negative search engine effects.

5.1 Seeders may engage Publishers or other subcontractors at its sole discretion to fulfil Orders.

5.2 Publisher availability may vary; Seeders cannot guarantee the continued availability of specific Publishers. Seeders will guarantee a minimum lifetime of 12 (twelve) months of an article. If not, Seeders will provide a replacement which is an equivalent based on the metrics and pricing.

6.1 All prices stated in the Portal are in euros, excluding VAT and other applicable taxes, unless explicitly stated otherwise.

6.2 Seeders reserves the right to adjust prices and fees at any time. Price changes do not affect confirmed Orders.

6.3 Monthly balance and invoicing
a) On the first (1st) day of each calendar month, Seeders shall establish a balance of all articles and placements that have actually gone live in the preceding month.
b) Seeders will issue an invoice for this balance.

6.4 Payment methods
a) If the Agency has provided a valid credit card as payment method, the invoiced amount shall be automatically debited from the credit card.
b) If the Agency has chosen payment by invoice, the Agency must pay the invoiced amount within thirty (30) calendar days from the invoice date.

6.5 If a placement cannot be delivered due to a Publisher’s fault, Seeders shall provide a credit on the next monthly invoice.

6.6 If the Agency fails to pay within the agreed term:
a) the Agency shall be in default by operation of law (“van rechtswege”);
b) Seeders shall be entitled to statutory commercial interest (art. 6:119a BW) and extrajudicial collection costs in accordance with the “Besluit vergoeding voor buitengerechtelijke incassokosten”;
c) Seeders may suspend access to the Portal until full payment has been received.

7.1 The Agency warrants that all content and instructions submitted:
a) comply with applicable laws and regulations;
b) do not infringe upon the rights of third parties, including intellectual property rights;
c) are not offensive, unlawful, or harmful.

7.2 The Agency indemnifies and holds Seeders harmless against all claims, damages, and costs arising from content provided or instructions given by the Agency.

8.1 Each party shall keep strict confidentiality of all information, in whatever form, that it receives from the other party and that is marked confidential or is reasonably to be considered confidential.

8.2 The obligation of confidentiality shall remain in force for five (5) years after termination of the Agreement.

9.1 Seeders’ total liability arising from or related to the Agreement shall be limited to direct damages up to the amount invoiced for the relevant Services, with a maximum of €10,000 per year or the total fees paid by the Agency in the six (6) months prior to the event giving rise to liability, whichever is lower.

9.2 Seeders shall not be liable for indirect or consequential damages, including but not limited to loss of profit, lost savings, business interruption, or reputational damage.

9.3 All rights to compensation shall lapse if a claim is not reported in writing to Seeders within three (3) months after the Agency became aware of the event giving rise to liability.

10.1 Seeders shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control (“force majeure”), including but not limited to natural disasters, strikes, power outages, internet failures, government actions, or Publisher defaults.

10.2 In case of force majeure lasting longer than thirty (30) days, either party may terminate the Agreement in writing, without obligation to pay damages.

11.1 These Terms apply for as long as the Agency uses the Portal.

11.2 Either party may terminate the agreement with immediate effect if:
a) the other party materially breaches these Terms and fails to cure such breach within fourteen (14) days after written notice;
b) the other party is declared bankrupt, applies for suspension of payments, or ceases its business operations.

11.3 Termination shall not affect any rights and obligations accrued before the date of termination.

12.1 These Terms and any agreements arising from them shall be exclusively governed by Dutch law.

12.2 All disputes arising out of or in connection with these Terms shall be submitted to the competent court in Amsterdam, the Netherlands.

13.1 In case of questions and/or disputes, the Agency shall get in contact with Seeders via e-mail to: [email protected]  

13.2 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.3 Seeders may amend these Terms at any time. The amended Terms shall apply once published in the Portal. Continued use of the Portal after publication constitutes acceptance of the amended Terms.

13.4 The Agency may not assign its rights or obligations under these Terms without prior written consent from Seeders. Seeders may assign its rights and obligations to an affiliated company.