Terms and Conditions

1. Agreement, Offer, and Confirmation

1.1 These general terms and conditions apply, to the exclusion of any purchasing or other conditions of the client, to the formation, content, and performance of all agreements between the client and the contractor.
1.2 Offers are without obligation and valid for 2 months. Quotations may change due to unforeseen changes in the work. Prices are exclusive of VAT and other government levies. Stated rates and offers do not automatically apply to future assignments.
1.3 Assignments must be confirmed in writing by the client. If the client fails to do so, but nevertheless agrees that the contractor begins executing the assignment, the contents of the offer shall be deemed agreed. Additional oral agreements and provisions only bind the contractor once confirmed in writing.
1.4 If the client wishes to issue the same assignment to parties other than the contractor, or has already done so, the client must inform the contractor, stating the names of these other parties.

2. Execution of the Agreement

2.1 The contractor shall make every effort to execute the assignment carefully and independently, act in the client’s best interests, and strive for a useful result. The contractor will keep the client informed of progress where necessary.
2.2 The client must do all that is reasonably necessary or desirable to enable timely and proper delivery, in particular by supplying complete, sound, and clear data or materials on time.
2.3 Any timeframe given for completing the design is indicative, unless the nature or content of the agreement indicates otherwise. In case of delay, the client must issue a written notice of default.
2.4 Unless agreed otherwise, the assignment does not include performing tests, applying for permits, or assessing whether client instructions comply with legal or quality standards.
2.5 Before production, duplication, or publication, both parties must allow each other to inspect and approve the final models, prototypes, or proofs. If the contractor issues instructions to production companies or other third parties on behalf of the client, the client must confirm approval in writing upon request.
2.6 Complaints must be communicated in writing as soon as possible, but no later than ten working days after completion, failing which the result will be deemed fully accepted.

3. Use of Third Parties

3.1 Unless agreed otherwise, assignments to third parties for the creation of the design are issued by or on behalf of the client. At the client’s request, the contractor may act as an agent, at the client’s expense and risk.
3.2 If the contractor provides a cost estimate for third-party services at the client’s request, this estimate is indicative only. The contractor may, if desired, request offers on the client’s behalf.
3.3 If the contractor, by express agreement, procures third-party goods or services at its own expense and risk and passes them on to the client, the supplier’s general terms and conditions regarding quality, quantity, and delivery also apply to the client.

4. Intellectual Property and Ownership Rights

4.1 Unless agreed otherwise, all intellectual property rights (including patents, design rights, and copyrights) arising from the assignment belong to the contractor. Only the contractor is entitled to register such rights.
4.2 Unless agreed otherwise, the assignment does not include investigating the existence of third-party rights (e.g., patents, trademarks, copyrights, portrait rights), or the possibility of obtaining such rights for the client.
4.3 Unless the work is unsuited, the contractor may always claim authorship and the client may not publish or reproduce the work without crediting the contractor.
4.4 Unless agreed otherwise, all sketches, drawings, prototypes, models, molds, films, and electronic files created by the contractor remain their property, regardless of whether they are delivered to the client or third parties.
4.5 After completion of the assignment, neither party has a duty to retain materials or data used.

5. Use and License

5.1 Upon full compliance with obligations, the client receives an exclusive license to use the design for publication and reproduction as agreed. If no purpose was agreed, the license is limited to the intended use known to the contractor at the time of the assignment.
5.2 The client may not use the design beyond the agreed scope without written consent. Unauthorized broader use, modification, or distortion entitles the contractor to compensation of at least three times the agreed fee, or reasonable damages, without prejudice to claiming actual damages.
5.3 The client’s license to use the design lapses if: a. the client fails to meet payment obligations, unless minor; b. the agreement is terminated early.
5.4 The contractor may, while considering the client’s interests, use the design for self-promotion.

6. Fees and Additional Costs

6.1 In addition to the agreed fee, the client must reimburse costs incurred by the contractor in performing the assignment.
6.2 Additional work due to late or incomplete delivery of data/materials, or changes in the briefing, will be billed separately at the contractor’s usual rates.
6.3 If fees depend on the client’s records, the contractor may have them audited by an accountant. Deviations of more than 2% or €100 are charged to the client.

7. Payment

7.1 Payment is due within 30 days of invoice. Late payment incurs statutory interest and recovery costs, at least 10% of the invoice amount with a €150 minimum excl. VAT.
7.2 The contractor may invoice monthly for work performed and costs incurred.
7.3 The client must pay without suspension or set-off, except for agreed advances.

8. Termination and Dissolution

8.1 If the client terminates the agreement, they must pay the fee and costs for work performed plus damages.
8.2 If the contractor dissolves the agreement due to the client’s breach, the client must pay the fee and damages as above.
8.3 Damages include third-party commitments plus at least 30% of the remaining fee.
8.4 Either party may terminate in case of bankruptcy or suspension of payment of the other.
8.5 On termination due to contractor breach, completed work remains payable unless proven otherwise.
8.6 For ongoing assignments, agreements are indefinite unless agreed otherwise, and can only be terminated with three months’ written notice.

9. Warranties and Indemnities

9.1 The contractor guarantees authorship of the design, where applicable.
9.2 The client indemnifies the contractor against third-party claims arising from use of the result.
9.3 The client indemnifies the contractor against intellectual property claims relating to materials provided by the client.

10. Liability

10.1 The contractor is not liable for errors due to:
a. materials provided by the client;
b. delays or unclear instructions by the client;
c. third parties engaged by the client;
d. supplier offers or overruns;
e. approved designs or texts;
f. omitted prototypes/tests by the client.
10.2 The contractor is only liable for direct damages:
a. reasonable costs to determine cause/extent;
b. reasonable costs to remedy defective performance;
c. reasonable costs to prevent or limit damage.
Indirect damages (consequential loss, lost profit, data loss, business interruption) are excluded.
10.3 Except in cases of intent or gross negligence, liability is limited to the invoiced portion, capped at €45,000 or the insurer’s payout.
10.4 Liability expires one year after completion.
10.5 The client must keep copies of materials provided; otherwise, the contractor is not liable for resulting loss.

11. Other Provisions

11.1 The client may not transfer rights under the agreement to third parties except with the transfer of their entire business.
11.2 Both parties must keep all confidential information obtained during the assignment secret.
11.3 Section headings serve only readability and are not part of the terms.
11.4 Dutch law applies. Disputes will be brought before the competent court in the contractor’s district, unless the contractor chooses another competent court.

These general terms and conditions are based on the General Terms and Conditions of the Association of Dutch Designers (BNO).