Terms and Conditions
Article 1 – Applicability and Formation of the Agreement
1.1 These Terms and Conditions apply to all offers, quotations, agreements, and services provided by DUTCH DESIGN AGENCY B.V. (“DDA”), unless otherwise agreed in writing. They ensure clarity and consistency in all interactions.
1.2 In the event of any conflict between these Terms and a specific written agreement signed by both parties, the provisions of the specificagreement shall prevail.
1.3 All offers issued by DDA are non-binding and valid for thirty (30) days from the date of issue, unless stated otherwise. Prices may beadjusted after expiry of the offer period or due to circumstances beyond DDA’s reasonable control.
1.4 An agreement is formed only after written acceptance by the client and, where applicable, receipt of any agreed advance payment. DDA isnot bound to commence work prior to such acceptance and payment.
1.5 If the client engages other parties concurrently for similar or related work, the client shall inform DDA in advance.
Article 2 – Performance of Services
2.1 DDA shall perform the agreed services with due care, professionalism, and independence, and shall use reasonable efforts to achieve theobjectives expressly agreed with the client. No guarantee is given that the services will achieve any specific commercial, marketing, or financialoutcome.
2.2 The client shall provide all information, materials, decisions, and approvals required for the proper performance of the services in a timelymanner and in the agreed format and quality. DDA shall not be responsible for delays, defects, or additional costs resulting from incomplete,late, or incorrect information or approvals.
2.3 DDA shall not be responsible for the performance, quality, delivery, or pricing of third-party suppliers engaged directly by the client.
2.4 Where expressly agreed in writing, DDA may coordinate or act as agent for third parties at the client’s request, expense, and risk. DDA shallnot be liable for the acts or omissions of such third parties. Any costs exceeding the agreed scope require the client’s prior written approval.
2.5 Prior to production, publication, or implementation, the client shall be given the opportunity to review and approve final deliverables. Writtenapproval constitutes acceptance and releases DDA from liability for errors or omissions that were reasonably identifiable at the time of approval.
2.6 Delivery timelines provided by DDA are indicative only and shall not be deemed strict deadlines, unless expressly agreed in writing.Exceeding indicative timelines shall not constitute a breach of the agreement.
2.7 Unless explicitly agreed in writing, the services do not include legal, regulatory, technical, security, accessibility, or compliance testing. Theclient remains solely responsible for ensuring that the deliverables comply with all applicable laws, regulations, and industry standards.
2.8 Any complaints regarding the services or deliverables must be submitted in writing within fourteen (14) days after delivery. Failing suchnotice, the services and deliverables shall be deemed accepted.
Article 3 – Intellectual Property Rights
3.1 Subject to full and timely payment of all amounts due, all intellectual property rights in the final deliverables specifically created for the clientunder the agreement, including copyrights and design rights, shall transfer automatically to the client upon payment in full. Such transfer shallbe worldwide, perpetual, and irrevocable, unless expressly agreed otherwise in writing.
3.2 The transfer of intellectual property rights shall apply solely to the final, approved deliverables. All preliminary materials, concepts, drafts,working files, source files, tools, methods, templates, software, and know-how developed or used by DDA in the course of providing the services(“Background IP”) shall remain the exclusive property of DDA. DDA shall be free to use such Background IP for its own purposes and for otherclients.
3.3 Where deliverables incorporate third-party materials, software, or content subject to separate licence terms, such materials shall remainsubject to the applicable third-party rights and licence conditions. DDA does not grant any rights beyond those permitted under such third-partylicences.
3.4 DDA warrants that it is entitled to transfer the rights referred to in this article and that, to its knowledge, the deliverables do not infringe anythird-party intellectual property rights when used in accordance with the agreement. DDA does not warrant that the deliverables are free from allthird-party claims, registrable, or legally enforceable in all jurisdictions.
3.5 Unless explicitly agreed in writing, DDA is not obliged to investigate the existence, availability, or registrability of intellectual property rights,including trademarks, designs, or patents.
Article 4 – Licence and Use
4.1 Upon transfer of intellectual property rights in accordance with Article 3, the client is entitled to use the deliverables without restriction for itsown business purposes.
4.2 Unless otherwise agreed in writing, DDA retains the right to:a. credit itself as author where reasonable; andb. use the deliverables for portfolio, publicity, award submissions, and marketing purposes, taking due account of the client’s reasonableconfidentiality and launch requirements.
4.3 The client shall not use DDA’s name, trademarks, or logos in a manner suggesting endorsement or partnership without prior written consent.
Article 5 – Fees and Costs
5.1 The client shall pay the fees agreed in the applicable agreement or statement of work and shall reimburse all reasonable and pre-approvedout-of-pocket expenses incurred by DDA in connection with the services.
5.2 Any services performed outside the agreed scope, including work resulting from changes in scope, revised instructions, incomplete, late, orincorrect information provided by the client, shall constitute additional work and shall be charged separately at DDA’s applicable rates, unlessexpressly agreed otherwise in writing.
5.3 Any estimates, budgets, or timelines provided by DDA are indicative only, unless expressly agreed as fixed in writing.
5.4 Where fees are dependent on information, data, or records provided by the client, DDA shall be entitled to verify such information throughan independent auditor. The cost of such audit shall be borne by the client.
5.5 The client remains solely responsible for directly funding all third-party media budgets (including, but not limited to, ad spend for platformssuch as Meta, Google, TikTok, etc.). In the event the parties expressly agree in writing that DDA shall advance media budgets on the client'sbehalf or process such budgets through DDA's own payment methods or agency accounts, DDA shall charge a handling fee of ten percent (10%) over the total media spend. DDA reserves the right to invoice the media budget, including the applicable handling fee, in advance. Insuch cases, DDA is under no obligation to activate, publish, or maintain the respective campaigns until full payment has been received.
5.6 DDA reserves the right to annually index and adjust its fees, retainers, and hourly rates, typically effective as of January 1st of eachcalendar year. Such adjustments shall be reasonably based on the consumer price index (CPI) published by Statistics Netherlands (CBS) orgeneral market developments. DDA shall notify the client in writing of any such rate indexation at least thirty (30) days prior to the effective date.
1.1 These Terms and Conditions apply to all offers, quotations, agreements, and services provided by DUTCH DESIGN AGENCY B.V. (“DDA”), unless otherwise agreed in writing. They ensure clarity and consistency in all interactions.
1.2 In the event of any conflict between these Terms and a specific written agreement signed by both parties, the provisions of the specificagreement shall prevail.
1.3 All offers issued by DDA are non-binding and valid for thirty (30) days from the date of issue, unless stated otherwise. Prices may beadjusted after expiry of the offer period or due to circumstances beyond DDA’s reasonable control.
1.4 An agreement is formed only after written acceptance by the client and, where applicable, receipt of any agreed advance payment. DDA isnot bound to commence work prior to such acceptance and payment.
1.5 If the client engages other parties concurrently for similar or related work, the client shall inform DDA in advance.
Article 2 – Performance of Services
2.1 DDA shall perform the agreed services with due care, professionalism, and independence, and shall use reasonable efforts to achieve theobjectives expressly agreed with the client. No guarantee is given that the services will achieve any specific commercial, marketing, or financialoutcome.
2.2 The client shall provide all information, materials, decisions, and approvals required for the proper performance of the services in a timelymanner and in the agreed format and quality. DDA shall not be responsible for delays, defects, or additional costs resulting from incomplete,late, or incorrect information or approvals.
2.3 DDA shall not be responsible for the performance, quality, delivery, or pricing of third-party suppliers engaged directly by the client.
2.4 Where expressly agreed in writing, DDA may coordinate or act as agent for third parties at the client’s request, expense, and risk. DDA shallnot be liable for the acts or omissions of such third parties. Any costs exceeding the agreed scope require the client’s prior written approval.
2.5 Prior to production, publication, or implementation, the client shall be given the opportunity to review and approve final deliverables. Writtenapproval constitutes acceptance and releases DDA from liability for errors or omissions that were reasonably identifiable at the time of approval.
2.6 Delivery timelines provided by DDA are indicative only and shall not be deemed strict deadlines, unless expressly agreed in writing.Exceeding indicative timelines shall not constitute a breach of the agreement.
2.7 Unless explicitly agreed in writing, the services do not include legal, regulatory, technical, security, accessibility, or compliance testing. Theclient remains solely responsible for ensuring that the deliverables comply with all applicable laws, regulations, and industry standards.
2.8 Any complaints regarding the services or deliverables must be submitted in writing within fourteen (14) days after delivery. Failing suchnotice, the services and deliverables shall be deemed accepted.
Article 3 – Intellectual Property Rights
3.1 Subject to full and timely payment of all amounts due, all intellectual property rights in the final deliverables specifically created for the clientunder the agreement, including copyrights and design rights, shall transfer automatically to the client upon payment in full. Such transfer shallbe worldwide, perpetual, and irrevocable, unless expressly agreed otherwise in writing.
3.2 The transfer of intellectual property rights shall apply solely to the final, approved deliverables. All preliminary materials, concepts, drafts,working files, source files, tools, methods, templates, software, and know-how developed or used by DDA in the course of providing the services(“Background IP”) shall remain the exclusive property of DDA. DDA shall be free to use such Background IP for its own purposes and for otherclients.
3.3 Where deliverables incorporate third-party materials, software, or content subject to separate licence terms, such materials shall remainsubject to the applicable third-party rights and licence conditions. DDA does not grant any rights beyond those permitted under such third-partylicences.
3.4 DDA warrants that it is entitled to transfer the rights referred to in this article and that, to its knowledge, the deliverables do not infringe anythird-party intellectual property rights when used in accordance with the agreement. DDA does not warrant that the deliverables are free from allthird-party claims, registrable, or legally enforceable in all jurisdictions.
3.5 Unless explicitly agreed in writing, DDA is not obliged to investigate the existence, availability, or registrability of intellectual property rights,including trademarks, designs, or patents.
Article 4 – Licence and Use
4.1 Upon transfer of intellectual property rights in accordance with Article 3, the client is entitled to use the deliverables without restriction for itsown business purposes.
4.2 Unless otherwise agreed in writing, DDA retains the right to:a. credit itself as author where reasonable; andb. use the deliverables for portfolio, publicity, award submissions, and marketing purposes, taking due account of the client’s reasonableconfidentiality and launch requirements.
4.3 The client shall not use DDA’s name, trademarks, or logos in a manner suggesting endorsement or partnership without prior written consent.
Article 5 – Fees and Costs
5.1 The client shall pay the fees agreed in the applicable agreement or statement of work and shall reimburse all reasonable and pre-approvedout-of-pocket expenses incurred by DDA in connection with the services.
5.2 Any services performed outside the agreed scope, including work resulting from changes in scope, revised instructions, incomplete, late, orincorrect information provided by the client, shall constitute additional work and shall be charged separately at DDA’s applicable rates, unlessexpressly agreed otherwise in writing.
5.3 Any estimates, budgets, or timelines provided by DDA are indicative only, unless expressly agreed as fixed in writing.
5.4 Where fees are dependent on information, data, or records provided by the client, DDA shall be entitled to verify such information throughan independent auditor. The cost of such audit shall be borne by the client.
5.5 The client remains solely responsible for directly funding all third-party media budgets (including, but not limited to, ad spend for platformssuch as Meta, Google, TikTok, etc.). In the event the parties expressly agree in writing that DDA shall advance media budgets on the client'sbehalf or process such budgets through DDA's own payment methods or agency accounts, DDA shall charge a handling fee of ten percent (10%) over the total media spend. DDA reserves the right to invoice the media budget, including the applicable handling fee, in advance. Insuch cases, DDA is under no obligation to activate, publish, or maintain the respective campaigns until full payment has been received.
5.6 DDA reserves the right to annually index and adjust its fees, retainers, and hourly rates, typically effective as of January 1st of eachcalendar year. Such adjustments shall be reasonably based on the consumer price index (CPI) published by Statistics Netherlands (CBS) orgeneral market developments. DDA shall notify the client in writing of any such rate indexation at least thirty (30) days prior to the effective date.
Article 6 – Payment
6.1 Invoices issued by DDA are payable within thirty (30) days of the invoice date, unless expressly agreed otherwise in writing. DDA reservesthe right to require advance payments, milestone payments, or retainers prior to or during performance of the services.
6.2 In the event of late payment, statutory commercial interest under Dutch law shall accrue automatically from the due date until full payment isreceived. All reasonable costs incurred by DDA in connection with collection of overdue amounts, including legal and extrajudicial costs, shall beborne by the client.
6.3 The client shall make all payments due without any deduction, set-off, or suspension.
6.4 In the event of non-payment, DDA shall be entitled to suspend performance of the services and the client’s right to use the deliverables shallbe suspended until full payment has been received.
Article 7 – Termination
7.1 Either party may terminate the agreement in writing with thirty (30) days’ notice, unless otherwise agreed in writing.
7.2 Where the agreement or applicable statement of work relates to a fixed-scope project, and the client terminates the agreement forconvenience, the client shall pay:a. all fees for services performed up to the termination date;b. all committed and non-recoverable third-party costs; andc. a termination fee equal to twenty-five percent (25%) of the remaining agreed fees for the terminated scope, reflecting reserved capacity andlost opportunity, unless otherwise agreed in the applicable statement of work.
7.3 Where the agreement relates to retainer-based or recurring services, either party may terminate in writing with sixty (60) days’ notice, unlessotherwise agreed in writing. The client shall remain liable for all fees and costs incurred up to the effective termination date.
7.4 DDA may terminate the agreement with immediate effect if the client materially breaches the agreement and fails to remedy such breachwithin fourteen (14) days after written notice.
7.5 Either party may terminate the agreement with immediate effect if the other party becomes insolvent, enters liquidation, or is grantedsuspension of payments.
7.6 Upon termination:a. all outstanding invoices shall become immediately due and payable; and b. the client’s right to use the deliverables shall cease unless otherwise agreed in writing.
Article 8 – Warranties and Indemnities
8.1 DDA warrants that it has the right and authority to provide the services and to transfer the intellectual property rights in the deliverables inaccordance with the agreement. To the best of DDA’s knowledge, the deliverables do not infringe any third-party intellectual property rightswhen used in accordance with the agreement.
8.2 Except as expressly stated in this agreement, all warranties, representations, and conditions, whether express or implied, including anyimplied warranties of fitness for a particular purpose or merchantability, are excluded to the maximum extent permitted by law.
8.3 The client shall indemnify, defend, and hold harmless DDA from and against all claims, damages, losses, liabilities, costs, and expenses(including reasonable legal fees) arising out of or in connection with the client’s use of the deliverables, except to the extent caused by DDA’swilful misconduct or gross negligence.
8.4 The client shall indemnify, defend, and hold harmless DDA against all claims arising from materials, data, or content supplied by or on behalfof the client, including claims alleging infringement of intellectual property or other third-party rights.
Article 9 – Liability
9.1 DDA shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to loss of profit, loss ofrevenue, loss of data, loss of business, or reputational damage, even if DDA has been advised of the possibility of such damages.
9.2 Except in cases of wilful misconduct or gross negligence, DDA’s total aggregate liability arising out of or in connection with an agreementshall be limited to an amount equal to one hundred percent (100%) of the total fees actually paid by the client under that agreement, unlessmandatory law provides otherwise.
9.3 Any claim against DDA must be brought within twelve (12) months after the date of completion of the relevant services, failing which suchclaim shall be time-barred.
Article 10 – Confidentiality and Other Provisions
10.1 Each party shall treat as strictly confidential all non-public information received from the other party in connection with the agreement(“Confidential Information”) and shall use such information solely for the purposes of performing the agreement. This obligation shall survivetermination of the agreement.
10.2 The confidentiality obligations shall not apply to information that:a. is or becomes publicly available through no breach of the agreement;b. was lawfully known to the receiving party prior to disclosure;c. is lawfully received from a third party without restriction; ord. is required to be disclosed by law or court order, provided that the disclosing party is notified where legally permissible.
10.3 Non-solicitationNeither party shall, during the term of the agreement and for a period of twelve (12) months thereafter, directly or indirectly solicit or employ any employee or contractor of the other party who was materially involved in the performance of the services, without prior written consent.
10.4 The client may not assign or transfer the agreement, in whole or in part, without the prior written consent of DDA, except in the event of a merger, acquisition, or sale of substantially all assets.
10.5 If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.6 These Terms and any agreement arising therefrom shall be governed by the laws of the Netherlands. Any disputes shall be submitted exclusively to the competent court in Amsterdam.
Article 11 – Force Majeure
Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, governmental measures, labour disputes, or failures of utilities or networks.
6.1 Invoices issued by DDA are payable within thirty (30) days of the invoice date, unless expressly agreed otherwise in writing. DDA reservesthe right to require advance payments, milestone payments, or retainers prior to or during performance of the services.
6.2 In the event of late payment, statutory commercial interest under Dutch law shall accrue automatically from the due date until full payment isreceived. All reasonable costs incurred by DDA in connection with collection of overdue amounts, including legal and extrajudicial costs, shall beborne by the client.
6.3 The client shall make all payments due without any deduction, set-off, or suspension.
6.4 In the event of non-payment, DDA shall be entitled to suspend performance of the services and the client’s right to use the deliverables shallbe suspended until full payment has been received.
Article 7 – Termination
7.1 Either party may terminate the agreement in writing with thirty (30) days’ notice, unless otherwise agreed in writing.
7.2 Where the agreement or applicable statement of work relates to a fixed-scope project, and the client terminates the agreement forconvenience, the client shall pay:a. all fees for services performed up to the termination date;b. all committed and non-recoverable third-party costs; andc. a termination fee equal to twenty-five percent (25%) of the remaining agreed fees for the terminated scope, reflecting reserved capacity andlost opportunity, unless otherwise agreed in the applicable statement of work.
7.3 Where the agreement relates to retainer-based or recurring services, either party may terminate in writing with sixty (60) days’ notice, unlessotherwise agreed in writing. The client shall remain liable for all fees and costs incurred up to the effective termination date.
7.4 DDA may terminate the agreement with immediate effect if the client materially breaches the agreement and fails to remedy such breachwithin fourteen (14) days after written notice.
7.5 Either party may terminate the agreement with immediate effect if the other party becomes insolvent, enters liquidation, or is grantedsuspension of payments.
7.6 Upon termination:a. all outstanding invoices shall become immediately due and payable; and b. the client’s right to use the deliverables shall cease unless otherwise agreed in writing.
Article 8 – Warranties and Indemnities
8.1 DDA warrants that it has the right and authority to provide the services and to transfer the intellectual property rights in the deliverables inaccordance with the agreement. To the best of DDA’s knowledge, the deliverables do not infringe any third-party intellectual property rightswhen used in accordance with the agreement.
8.2 Except as expressly stated in this agreement, all warranties, representations, and conditions, whether express or implied, including anyimplied warranties of fitness for a particular purpose or merchantability, are excluded to the maximum extent permitted by law.
8.3 The client shall indemnify, defend, and hold harmless DDA from and against all claims, damages, losses, liabilities, costs, and expenses(including reasonable legal fees) arising out of or in connection with the client’s use of the deliverables, except to the extent caused by DDA’swilful misconduct or gross negligence.
8.4 The client shall indemnify, defend, and hold harmless DDA against all claims arising from materials, data, or content supplied by or on behalfof the client, including claims alleging infringement of intellectual property or other third-party rights.
Article 9 – Liability
9.1 DDA shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to loss of profit, loss ofrevenue, loss of data, loss of business, or reputational damage, even if DDA has been advised of the possibility of such damages.
9.2 Except in cases of wilful misconduct or gross negligence, DDA’s total aggregate liability arising out of or in connection with an agreementshall be limited to an amount equal to one hundred percent (100%) of the total fees actually paid by the client under that agreement, unlessmandatory law provides otherwise.
9.3 Any claim against DDA must be brought within twelve (12) months after the date of completion of the relevant services, failing which suchclaim shall be time-barred.
Article 10 – Confidentiality and Other Provisions
10.1 Each party shall treat as strictly confidential all non-public information received from the other party in connection with the agreement(“Confidential Information”) and shall use such information solely for the purposes of performing the agreement. This obligation shall survivetermination of the agreement.
10.2 The confidentiality obligations shall not apply to information that:a. is or becomes publicly available through no breach of the agreement;b. was lawfully known to the receiving party prior to disclosure;c. is lawfully received from a third party without restriction; ord. is required to be disclosed by law or court order, provided that the disclosing party is notified where legally permissible.
10.3 Non-solicitationNeither party shall, during the term of the agreement and for a period of twelve (12) months thereafter, directly or indirectly solicit or employ any employee or contractor of the other party who was materially involved in the performance of the services, without prior written consent.
10.4 The client may not assign or transfer the agreement, in whole or in part, without the prior written consent of DDA, except in the event of a merger, acquisition, or sale of substantially all assets.
10.5 If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.6 These Terms and any agreement arising therefrom shall be governed by the laws of the Netherlands. Any disputes shall be submitted exclusively to the competent court in Amsterdam.
Article 11 – Force Majeure
Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, governmental measures, labour disputes, or failures of utilities or networks.
Privacy and Cookies
DUTCH DESIGN AGENCY (“DDA”, “we”, “us”) respects your privacy and is committed to protecting personal data. This section explains how personal data is handled when you access our website, contact us, or engage our services. More detailed information is available in our Privacy Policy and Cookie Policy, which form an integral part of these Terms.
Personal Data
We may collect and process personal data such as contact details, business information, correspondence, project-related materials, and technical data (including IP address and browser information). Personal data is processed only where there is a lawful basis, including contractual necessity, legitimate interest, or your explicit consent.
Purpose of Processing
Personal data is used to:
- Respond to enquiries and proposals
- Deliver and manage our services
- Maintain client and partner relationships
- Improve our website and services
- Comply with legal and regulatory obligations
We do not sell personal data to third parties.
Personal Data
We may collect and process personal data such as contact details, business information, correspondence, project-related materials, and technical data (including IP address and browser information). Personal data is processed only where there is a lawful basis, including contractual necessity, legitimate interest, or your explicit consent.
Purpose of Processing
Personal data is used to:
- Respond to enquiries and proposals
- Deliver and manage our services
- Maintain client and partner relationships
- Improve our website and services
- Comply with legal and regulatory obligations
We do not sell personal data to third parties.
Data Sharing and International Transfers
Personal data may be shared with trusted third parties (such as hosting providers, analytics tools, or professional advisers) solely where necessary for the purposes described above. Where data is transferred outside the European Economic Area, appropriate safeguards are applied in accordance with applicable data protection laws.
Data Retention
Personal data is retained only for as long as necessary for the purposes for which it was collected, or as required by law.
Your Rights
You have the right to request access to, correction or deletion of your personal data, to object to or restrict processing, and to request data portability where applicable. Requests can be submitted via the contact details listed on our website.
Cookies
Our website uses cookies and similar technologies to ensure proper functionality, analyse usage, and support marketing activities. Non-essential cookies are placed only after consent. You may manage or withdraw your cookie preferences at any time via our Cookie Policy or browser settings.
Governing Policies
Our Privacy Policy and Cookie Policy provide further detail and prevail in the event of any inconsistency. By using our website, you acknowledge that you have read and understood these policies.
Personal data may be shared with trusted third parties (such as hosting providers, analytics tools, or professional advisers) solely where necessary for the purposes described above. Where data is transferred outside the European Economic Area, appropriate safeguards are applied in accordance with applicable data protection laws.
Data Retention
Personal data is retained only for as long as necessary for the purposes for which it was collected, or as required by law.
Your Rights
You have the right to request access to, correction or deletion of your personal data, to object to or restrict processing, and to request data portability where applicable. Requests can be submitted via the contact details listed on our website.
Cookies
Our website uses cookies and similar technologies to ensure proper functionality, analyse usage, and support marketing activities. Non-essential cookies are placed only after consent. You may manage or withdraw your cookie preferences at any time via our Cookie Policy or browser settings.
Governing Policies
Our Privacy Policy and Cookie Policy provide further detail and prevail in the event of any inconsistency. By using our website, you acknowledge that you have read and understood these policies.