General Terms and Conditions – CloudEngagePro.com
A trade name of OnlineMarketingMan.net
Version 2.0 | October 19, 2026
For business-to-business services (B2B) only
Business Information
Contracting business: OnlineMarketingMan.net, trading as CloudEngagePro.com
Legal form: Sole proprietorship
Dutch Chamber of Commerce registration: 83950834
VAT identification number: NL003895276B38
Business address: Zwanebloem 3, 5803 LW Venray, the Netherlands
Email: info@cloudengagepro.com
Telephone: +31 (0)6 48 17 60 80
Website: https://cloudengagepro.com/
Article 1 – Definitions and Identity
1.1. For purposes of these General Terms and Conditions, CloudEngagePro means OnlineMarketingMan.net, a Dutch sole proprietorship trading as CloudEngagePro.com. CloudEngagePro is not a separate legal entity. The agreement is entered into with this business, not with an individual consultant acting on its behalf as a separate contracting party.
1.2. Client means any legal entity or natural person acting in the course of a trade or business that enters into, or negotiates, an agreement with CloudEngagePro.
1.3. Agreement means any business arrangement entered into between CloudEngagePro and the client, including a quotation, engagement confirmation, project agreement, master services agreement, or separate written contract.
1.4. Services include strategic and functional Salesforce Marketing Cloud and Account Engagement consulting, CRM and marketing automation advice, marketing and sales process optimization, implementation guidance, configuration, integrations, data modeling, lead management, journey design, training, documentation, and related support activities.
1.5. Deliverables include advice, architecture and implementation plans, process designs, configurations, integration specifications, analysis and test documentation, reports, presentations, digital files, and other expressly agreed deliverables.
1.6. In writing includes communications by email, electronically signed documents, and other durable electronic records, unless the law expressly requires another form.
1.7. Business days means Monday through Friday, excluding officially recognized public holidays in the Netherlands.
Article 2 – Applicability of These Terms
2.1. These General Terms and Conditions apply to all business offers, quotations, engagement confirmations, agreements, and services of CloudEngagePro.
2.2. These terms also apply to additional engagements, follow-on projects, and new agreements between the same parties, unless expressly agreed otherwise in writing.
2.3. CloudEngagePro makes these terms available before or no later than the conclusion of an agreement in accordance with applicable legal requirements. The client is given an opportunity to review and save them.
2.4. By entering into an agreement with CloudEngagePro to which these terms have been validly made applicable, the client accepts their application.
2.5. Deviations from these terms are valid only if expressly agreed in writing with an authorized representative of CloudEngagePro.
2.6. If a provision proves void, voidable, or otherwise unenforceable, the remaining provisions remain effective. Where necessary, the parties will agree on a valid replacement provision reflecting the purpose and intent of the original provision as closely as possible.
2.7. These terms are intended for business clients. Where mandatory consumer protection law applies to an agreement, the applicable mandatory consumer provisions prevail.
Article 3 – Contractual Order of Precedence and Conflicting Terms
3.1. In the event of a conflict between documents validly forming part of an agreement, the following order of precedence applies:
a. special provisions and deviations expressly agreed and accepted in writing by both parties;
b. the signed individual agreement or master services agreement;
c. the written engagement confirmation;
d. the accepted quotation and any attachments;
e. these General Terms and Conditions.
3.2. CloudEngagePro expressly rejects the client’s terms, including general purchasing terms, supplier terms, standard contract terms, and terms incorporated through digital procurement or supplier portals.
3.3. Merely receiving a purchase order, supplier registration, engagement form, or email referring to the client’s terms does not constitute acceptance of those terms.
3.4. Where the parties refer to different sets of general terms, their applicability is determined under applicable law, including, where relevant, Article 6:225(3) of the Dutch Civil Code. Where necessary, CloudEngagePro also expressly rejects the client’s terms in its quotation, engagement confirmation, or separate contractual communication.
3.5. A client seeking to deviate from provisions on liability, damages, indemnities, governing law, or competent courts must obtain CloudEngagePro’s prior express written consent.
3.6. The client may not assume merely from CloudEngagePro commencing work that CloudEngagePro has accepted conflicting client terms. This does not affect applicable rules on offer, acceptance, and contract interpretation.
3.7. Provisions extending or making CloudEngagePro’s liability unlimited, or introducing additional warranties or penalties, form part of the agreement only if expressly and validly agreed.
Article 4 – Quotations and Formation of Agreements
4.1. CloudEngagePro’s quotations are nonbinding and, unless otherwise stated, remain valid for fourteen (14) calendar days.
4.2. An agreement is formed by written acceptance of a quotation and confirmation by CloudEngagePro, by signing an agreement, or by another method establishing legally valid agreement between the parties.
4.3. Where applicable, the quotation or agreement specifies the work, Salesforce products and environments involved, roles and responsibilities, fees, schedule, acceptance criteria, and agreed deliverables.
4.4. Preliminary discussions, indicative estimates, and commercial explanations do not independently create additional warranties or obligations.
4.5. CloudEngagePro is not bound by obvious mistakes, clerical errors, or evident calculation errors in an offer where the client should reasonably have recognized the mistake.
4.6. CloudEngagePro reserves the right to decline an engagement before final acceptance, including where it could conflict with applicable law, sanctions rules, or professional standards.
Article 5 – Nature and Performance of Services
5.1. CloudEngagePro performs its work to the best of its knowledge and ability and with the professional care reasonably expected of a competent and diligent service provider.
5.2. Unless a specific result has been expressly guaranteed in writing, the services constitute an obligation to use reasonable professional efforts, rather than a guarantee of a particular result.
5.3. CloudEngagePro does not guarantee specific revenue, lead volumes, conversion rates, marketing returns, campaign performance, deliverability, uptime, or performance of Salesforce products or other third-party services unless a specific result has been validly guaranteed in writing.
5.4. Outcomes also depend on factors beyond CloudEngagePro’s decisive control, including licenses, features, and availability of Salesforce or other providers, data quality, consent and lawfulness of communications, internal decision-making, and client cooperation.
5.5. CloudEngagePro performs work within the agreed scope. Activities outside that scope become part of the services only when separately agreed by the parties.
5.6. Deadlines and milestones are set out in the agreement. A delivery deadline expressly agreed in writing as binding will be honored; other estimates are indicative unless the agreement or applicable law provides otherwise. Delays and changes in dependencies will be communicated promptly and, where necessary, documented in writing.
5.7. CloudEngagePro may engage third parties or specialist providers in performing the services. The agreement and applicable law govern the allocation of tasks and responsibilities.
5.8. CloudEngagePro may determine its professional method of performance, provided the agreed purpose, obligations, and any special client instructions are respected.
Article 6 – Information and Responsibilities of the Client
6.1. The client provides in a timely manner all information and cooperation reasonably necessary for proper performance of the agreement.
6.2. The client represents that information it provides about business processes, accounts, contacts, consent, data models, authorizations, systems, and technical requirements is, to the best of its knowledge, accurate, complete, and current.
6.3. The client is responsible for the lawful provision of personal data, databases, content, documents, API keys, and other materials to which CloudEngagePro requires access. Access permissions must be appropriately limited and preferably assigned individually and auditable.
6.4. The client remains responsible for its own commercial, operational, legal, and financial decisions and for designating authorized owners of Salesforce accounts, data, security, and business processes.
6.5. The client remains responsible for its software licenses, lawful data collection and consent, approval of campaigns and message content, access management, and production acceptance, except where responsibilities have been expressly and validly allocated otherwise.
6.6. If necessary information, system access, approvals, or cooperation are missing, CloudEngagePro may reasonably suspend the affected work after notifying the client, insofar as permitted by law and the agreement.
6.7. Financial and organizational consequences of demonstrable delays, scope changes, or additional work attributable to the client will, wherever possible, be agreed in writing in advance in accordance with the agreement and applicable law.
Article 7 – Salesforce Platforms, Licenses, and Third-Party Dependencies
7.1. CloudEngagePro provides consulting and technical or functional support relating to Salesforce Marketing Cloud, Marketing Cloud Account Engagement (formerly Pardot), Salesforce CRM, relevant integrations, and related marketing and sales technology.
7.2. Salesforce and other software providers are independent third parties. CloudEngagePro is not automatically the provider, reseller, licensor, hosting provider, or administrator of the software or infrastructure used by the client.
7.3. The relevant provider’s agreements and technical capabilities govern software licenses, available features, API limits, product changes, maintenance, platform availability, and supplier terms.
7.4. The client ensures valid licenses, authorized access, necessary internal approvals, and timely availability of appropriate environments unless other duties are agreed in writing.
7.5. Configurations, journeys, automations, and integrations are implemented within the agreed scope. Changes in a production environment will, where appropriate, be agreed, tested, and approved in advance, subject to the agreed management and change procedures.
7.6. CloudEngagePro does not guarantee that current or future versions of Salesforce or external software will remain unchanged or that third-party changes will not require configuration adjustments.
7.7. Failures and defects attributable to third parties do not relieve CloudEngagePro of its own attributable obligations, but liability for breaches caused exclusively by those third parties is determined by the agreement and applicable law.
7.8. CloudEngagePro does not provide standalone software subscriptions, 24/7 managed services, formal security certification, or guaranteed service levels unless the parties expressly agree in writing to those services and their applicable conditions.
Article 8 – Data, Integrations, Configurations, and Production Environments
8.1. Advice, designs, and implementations depend on the quality, structure, completeness, and lawful origin of information held in Salesforce and connected systems.
8.2. CloudEngagePro reviews data, architecture, and processes with professional care within the scope, time, and resources of the agreed engagement.
8.3. Client data, external datasets, and supplier documentation may contain errors, outdated definitions, or omissions. CloudEngagePro cannot guarantee the absolute accuracy or completeness of information it has not collected or managed.
8.4. For data migrations, mappings, integrations, campaign settings, and automated journeys, tests, controls, rollback options, responsibilities, and acceptance arrangements will be proportionate to the engagement’s risks.
8.5. The client remains responsible for final approval of mailing lists, consent, audience criteria, go-live decisions, and commercial messages unless responsibility has demonstrably been allocated otherwise.
8.6. Forecasts, lead scores, dashboards, attribution models, and AI-driven recommendations are based on available data, definitions, and assumptions. They do not guarantee future outcomes.
8.7. CloudEngagePro is not automatically liable for subsequent product changes, platform outages, or external circumstances it could not reasonably have foreseen or prevented while exercising due care.
8.8. Backups, recovery procedures, sandbox testing, change management, and production acceptance form part of the services only where expressly agreed or reasonably within the accepted engagement.
Article 9 – AI, Automation, and Digital Tools
9.1. CloudEngagePro may use artificial intelligence, automation, digital analytics tools, and Salesforce AI features to support the agreed services.
9.2. These tools support professional service delivery and do not replace CloudEngagePro’s contractual responsibility for due care.
9.3. Automated outputs, scores, and recommendations may contain inaccuracies, omissions, bias, interpretation errors, or outdated information.
9.4. CloudEngagePro applies review and control measures reasonably appropriate to the engagement type, available information, risks, and potential consequences of errors.
9.5. Using AI does not guarantee that all information, analyses, decision rules, or predictions are correct or appropriate for autonomous execution.
9.6. The client remains responsible for final commercial decisions and approval of autonomous actions potentially affecting personal data, customer contacts, or production processes, except as otherwise agreed in writing.
9.7. Confidential client information and personal data may be processed in AI systems and digital tools only insofar as permitted by the engagement, privacy legislation, any data processing agreement, and agreed security requirements.
9.8. AI-assisted services do not automatically include legal advice, independent privacy-law assessments, formal certification, or other advice reserved by law to regulated professionals.
Article 10 – Fees, Costs, and Additional Work
10.1. Fees and rates are specified in the quotation, engagement confirmation, or agreement.
10.2. All quoted business prices exclude VAT and other applicable taxes unless expressly stated otherwise.
10.3. Costs for Salesforce and other software licenses, API usage, external data sources, hosting, travel, accommodation, and specialist services are charged separately only if agreed or approved by the client in advance.
10.4. Additional activities outside the agreed scope constitute additional work.
10.5. Additional work will be described in advance and performed only after approval of the work and any financial consequences, unless a different procedure has been agreed in writing.
10.6. An engagement change may result in adjustments to price, timing, or scope.
10.7. The client is not required to pay for additional work that was not agreed, except where the law or a separate valid agreement provides otherwise.
Article 11 – Invoicing and Payment
11.1. Invoices are payable within fourteen (14) calendar days of the invoice date unless the parties agree on a different term in writing.
11.2. Payment is made to the account designated by CloudEngagePro and in the agreed currency.
11.3. If the client fails to pay on time, statutory commercial interest is due from the point at which it becomes payable under applicable law.
11.4. Reasonable out-of-court collection costs and any judicial recovery costs may be charged to the client in accordance with applicable statutory rules.
11.5. CloudEngagePro may suspend further work in relation to a due and unpaid claim, provided the legal and contractual requirements for suspension are met.
11.6. Any deposits, installment payments, or payment schedules must be agreed separately.
11.7. Payment disputes will wherever possible first be addressed through business discussions, without prejudice to payment obligations that have become due.
Article 12 – Changes, Cancellation, and Termination
12.1. Changes to the agreement will be recorded in writing.
12.2. If the client cancels an engagement, work already performed and demonstrable commitments that could no longer reasonably be avoided will be settled, to the extent permitted by the agreement and applicable law.
12.3. A fixed-term agreement ends upon completion or expiry of the agreed engagement unless otherwise agreed.
12.4. In the event of an attributable breach, the other party may exercise statutory and contractual remedies, including cure, suspension, or termination, subject to the applicable requirements.
12.5. Where a formal notice of default is legally required, the breaching party will be given a reasonable period to perform.
12.6. Upon termination, payment obligations already due and provisions intended by their nature to survive, including confidentiality and intellectual property, remain applicable.
12.7. Where necessary, the parties will make reasonable arrangements for the transfer of completed and paid-for deliverables and the winding down of work in progress.
Article 13 – Delivery, Acceptance, and Complaints
13.1. CloudEngagePro delivers the agreed advice, configurations, documents, or other deliverables in the agreed form and, where applicable, in the agreed test or production environment.
13.2. The client reviews deliverables within a reasonable period following delivery against the agreed scope and any written acceptance criteria.
13.3. Any complaints, deviations, or reproducible defects must be reported in writing as soon as reasonably possible, with a specific description and, where appropriate, supporting test results.
13.4. Submitting a complaint does not automatically mean that CloudEngagePro has breached the agreement; the actual cause, responsibilities, and agreed criteria will be assessed.
13.5. In principle, CloudEngagePro will be afforded a reasonable opportunity to investigate and, where appropriate, remedy an attributable breach unless the law or circumstances preclude this.
13.6. Complaints and claims are handled in accordance with the agreement and applicable law. Go-live or acceptance cannot automatically be treated as a waiver of statutory rights.
13.7. Failure to complain immediately does not automatically extinguish non-waivable statutory rights.
Article 14 – Liability and Mitigation of Loss
14.1. CloudEngagePro is liable to the client for losses only where a legally valid basis for liability exists and the loss is attributable to CloudEngagePro.
14.2. To the extent permitted by law, CloudEngagePro’s total liability arising from one event or a series of related events is limited to a maximum of 100% of the fee excluding VAT agreed for the relevant engagement.
14.3. For ongoing engagements, total liability is limited, to the extent permitted by law, to the fee excluding VAT payable by the client for the relevant services during the twelve (12) months immediately preceding the event giving rise to the loss. If the engagement lasted less than twelve months, the fee for that shorter period applies.
14.4. These liability limits apply collectively to all claims arising from the same event or related events, insofar as such aggregation is legally valid.
14.5. To the extent permitted by law, liability for indirect or consequential loss is excluded. This includes lost profits, lost revenue, lost savings, loss of goodwill, reputational harm, business interruption, loss of market share, missed commercial opportunities, and claims by the client’s customers or other contracting parties.
14.6. Where a particular head of loss legally qualifies as direct loss, the applicability of the liability limit will be assessed separately under this article.
14.7. CloudEngagePro does not guarantee particular revenue, conversion rates, deliverability, lead quality, marketing attribution, system capacity, or performance of Salesforce services provided by third parties. The failure to achieve an anticipated business result does not by itself establish a breach.
14.8. CloudEngagePro is not liable for losses arising solely from inaccurate or incomplete client data, missing authorizations, or incorrect instructions from the client, unless CloudEngagePro should reasonably have identified and addressed the issues while exercising due care.
14.9. The client remains responsible for its own commercial and financial decisions, lawful marketing communications, consent, data management, production acceptance, and implementation of recommendations, to the extent those responsibilities rest with the client.
14.10. CloudEngagePro is not liable for errors or disruptions caused exclusively by external software suppliers, internet providers, or other third parties for which it bears no responsibility under the agreement and applicable law.
14.11. Where losses result from several parties or circumstances, liability is assessed under applicable rules governing causation, attribution, and any contributory fault.
14.12. The client must take reasonable measures to prevent or mitigate losses and notify CloudEngagePro promptly upon discovering circumstances that may cause loss.
14.13. CloudEngagePro must, where reasonably possible, be given an opportunity to investigate an alleged error and propose appropriate mitigation measures.
14.14. Contractual limitations of liability do not apply insofar as prohibited by mandatory law or their application in the particular circumstances would be unacceptable under Dutch standards of reasonableness and fairness, including relevant cases of intentional misconduct or deliberate recklessness.
14.15. The liability provisions apply independently of the existence or amount of any insurance payment. Insurance does not automatically create a higher contractual liability cap and does not guarantee coverage of every claim.
14.16. Any deviation from these liability provisions, including higher liability limits, contractual penalties, result guarantees, or expanded indemnities, requires prior express written agreement.
14.17. Where the client proposes terms increasing liability, CloudEngagePro may require prior insurance review or additional contractual arrangements.
Article 15 – Third-Party Claims and Indemnification
15.1. The client represents that it is authorized to make available the data, files, personal data, brand materials, access rights, and intellectual property rights supplied to CloudEngagePro for the engagement.
15.2. To the extent permitted by law, the client indemnifies CloudEngagePro against substantiated third-party claims directly arising from the unlawful or unauthorized disclosure or use of materials or information supplied by the client, including unauthorized mailing lists.
15.3. This indemnity does not apply to the extent a claim was caused or increased by an attributable breach by CloudEngagePro.
15.4. CloudEngagePro will notify the client of a relevant third-party claim as soon as reasonably practicable.
15.5. The parties will coordinate the handling of such claims carefully, taking into account any rights and obligations of their liability insurers.
15.6. Neither party may enter into a settlement without the other party’s consent if that settlement directly imposes new obligations on the other party.
15.7. CloudEngagePro is not required to accept a client-proposed indemnity, hold-harmless undertaking, penalty, or warranty exceeding statutory liability unless expressly agreed in writing.
Article 16 – Intellectual Property and Usage Rights
16.1. All intellectual property rights in CloudEngagePro’s pre-existing methodologies, templates, configuration templates, scripts, models, workflows, analysis systems, documentation, and know-how remain with CloudEngagePro or the relevant rights holders.
16.2. Unless otherwise agreed in writing, upon full payment the client receives a nonexclusive, nontransferable right to use deliverables specifically produced for it for the agreed internal business purposes, insofar as CloudEngagePro is entitled to grant those rights.
16.3. The usage right does not automatically transfer copyrights, database rights, trademarks, or rights to third-party software or configurations.
16.4. A transfer of intellectual property rights requires a separate written agreement sufficiently specifying the rights transferred.
16.5. The client may use deliverables within the agreed scope but may not, without permission, resell them as standalone commercial products, sublicense them, or exploit them outside the agreed use, without prejudice to its applicable rights in its own data and materials.
16.6. CloudEngagePro remains entitled to reuse general professional knowledge and experience, provided the client’s confidential information and protected rights are respected.
16.7. The applicable license and usage terms of Salesforce products, APIs, applications, libraries, cloud platforms, and other third-party materials remain in force.
Article 17 – Confidentiality and Confidential Information
17.1. The parties handle confidential business information received in connection with an agreement carefully and confidentially.
17.2. Confidential information is used solely to perform or evaluate the agreement.
17.3. Confidential information will not be disclosed to third parties without prior consent, unless required by law or necessary for performance subject to suitable confidentiality and security safeguards.
17.4. The confidentiality duty does not apply to information demonstrably already public, lawfully obtained without an obligation of confidentiality, or independently developed without use of confidential information.
17.5. Both parties implement reasonable organizational and technical measures to protect confidential information.
17.6. The confidentiality duty survives termination of the agreement for as long as the information should reasonably remain confidential.
17.7. CloudEngagePro does not use the client’s name, logo, Salesforce architecture, or specific confidential deliverables as commercial references without consent.
Article 18 – Privacy, Data Processing Agreements, and Digital Security
18.1. The parties comply with applicable privacy and data protection legislation, including the EU General Data Protection Regulation (GDPR) where relevant.
18.2. Each party is responsible for the lawful processing of personal data for which it acts as controller.
18.3. Where CloudEngagePro processes personal data on the client’s behalf as a processor, the parties enter into an appropriate Data Processing Agreement (DPA) beforehand if legally required.
18.4. The client provides only personal data and system access that are necessary and lawfully available for the engagement.
18.5. The parties implement appropriate technical and organizational security measures proportionate to the risks of the relevant Salesforce environments, accounts, connections, and processing activities.
18.6. Applicable legal requirements are observed for international transfers of personal data.
18.7. Personal data breaches and security issues are handled in accordance with statutory and contractual notification obligations. CloudEngagePro notifies the client under the applicable arrangements once it becomes aware of a reportable breach within its responsibility.
18.8. Specific arrangements concerning access, permissions, retention, subprocessors, security standards, incident handling, deletion, and return of data are included in the agreement, security schedule, or Data Processing Agreement.
Article 19 – Force Majeure
19.1. Force majeure means a circumstance in which a failure to perform cannot be attributed to the affected party under the law, the agreement, or generally accepted standards in society.
19.2. Major disruptions to electricity, internet access, essential cloud or Salesforce services, telecommunications, government measures, or other external circumstances may constitute force majeure depending on their cause and impact.
19.3. Force majeure may be invoked only to the extent that the circumstances actually prevent or render performance impossible under applicable legal rules.
19.4. The affected party informs the other party as soon as reasonably possible of the nature and expected consequences of the force majeure event.
19.5. During force majeure, only the obligations actually affected are suspended, insofar as legally permitted.
19.6. If force majeure lasts longer than sixty (60) days and continuation cannot reasonably be required, either party may terminate the affected agreement in writing, subject to applicable law and accrued obligations.
19.7. Work already performed and demonstrable costs incurred are settled in accordance with the agreement and applicable law.
Article 20 – International Clients and Cross-Border Services
20.1. CloudEngagePro may enter into agreements with business clients in the Netherlands, other EU member states, and countries outside the EU.
20.2. An agreement with a foreign client does not automatically make the law of the client’s country of establishment applicable.
20.3. Article 21 governs the application of Dutch law, subject to private international law and any applicable mandatory legal provisions.
20.4. International services are generally performed remotely from the Netherlands unless on-site services or attendance at a foreign location are expressly agreed.
20.5. The client remains responsible for legal and operational obligations arising from its own cross-border CRM, marketing, and communication activities, including applicable privacy, consumer, marketing, and electronic communications rules.
20.6. CloudEngagePro does not guarantee compliance with specific foreign marketing, privacy, or industry rules without additional legal or local specialist review. Such review forms part of the engagement only if expressly and validly agreed.
20.7. Where necessary, the parties agree in writing in advance on contract language, invoice currency, international banking costs, tax treatment, and any withholding tax obligations.
20.8. If these Dutch terms are translated into another language, the Dutch text prevails unless the parties expressly agree in writing on another authentic version and to the extent permitted by applicable law.
20.9. A foreign governing law clause, choice of court, arbitration clause, or special international liability arrangement is accepted only if expressly agreed in writing.
20.10. These terms or an agreement cannot create or expand insurance coverage. For engagements outside the customary geographic or substantive scope of insurance, CloudEngagePro may require additional arrangements or confirmation of coverage.
Article 21 – Governing Law and Resolution of Disputes
21.1. All agreements between CloudEngagePro and the client are governed by Dutch law, subject to applicable mandatory provisions and private international law.
21.2. This choice of law also applies to business agreements with clients established outside the Netherlands, both within and outside the EU, insofar as the choice can validly be made.
21.3. Disputes arising from or in connection with the agreement are submitted exclusively, to the extent validly agreed and permitted, to the court of competent jurisdiction within the District Court of Limburg, the Netherlands.
21.4. To the extent legally permitted, the choice of court also covers disputes concerning interpretation, performance, termination, and the consequences of the agreement.
21.5. Before initiating court proceedings, the parties will generally attempt to resolve the dispute through reasonable business discussions.
21.6. This obligation to consult does not prevent necessary interim relief, protective measures, or other legal action needed to preserve rights in a timely manner.
21.7. For agreements with foreign clients, any applicable rules concerning international jurisdiction, recognition, and enforcement of judgments remain in effect.
21.8. If an exclusive choice of court is invalid or unenforceable in a particular case, the competent court is determined under applicable law.
Article 22 – Final Provisions
22.1. These General Terms and Conditions form an integral part of the agreement between CloudEngagePro and the client to the extent validly agreed.
22.2. Changes to individual agreements and deviations from these terms will be recorded in writing.
22.3. A failure by CloudEngagePro to exercise a right immediately does not automatically constitute a waiver of that right.
22.4. CloudEngagePro may adopt new versions of these General Terms and Conditions. A new version does not apply retroactively to existing agreements without a valid legal basis or consent.
22.5. Provisions on payment, liability, intellectual property, confidentiality, indemnification, governing law, and dispute resolution survive termination insofar as their nature requires.
22.6. These terms may be supplied and accepted electronically insofar as applicable legal requirements are met.
22.7. The version date of the applicable terms is stated on the document or in the relevant agreement.
22.8. Where the parties have expressly agreed on deviating individual contractual terms, the order of precedence in Article 3 applies.