GENERAL TERMS AND CONDITIONS OF STUDIO DEEDESIGN

1 Agreement, quotations and confirmation
1.1 These general terms and conditions (the “General Terms and Conditions”) apply to all quotations and to the formation, content and performance of all agreements concluded between the client (the “Client”) and Studio DeeDesign (the “Designer”). Any deviation from these General Terms and Conditions must be agreed in writing between the Client and the Designer.
1.2 Quotations are without obligation and remain valid for 2 (two) months, unless stated otherwise. Prices quoted to a Business Client are exclusive of VAT unless stated otherwise. Prices quoted to a Consumer include VAT and any mandatory additional charges. A price may only be adjusted after acceptance if the scope of the assignment changes, additional work is requested, information supplied by the Client proves incomplete or incorrect, or unforeseen circumstances materially affect the work. The Designer will inform the Client before carrying out chargeable additional work whenever reasonably possible.
1.3 The rates and offers stated in a quotation or other price estimate do not automatically apply to future assignments. The Client guarantees the accuracy and completeness of the information supplied to the Designer by or on behalf of the Client and on which the quotation is based.
1.4 Assignments must be confirmed by the Client in writing. If the Client does not provide written confirmation but nevertheless agrees that the Designer may commence the assignment, the quotation will be deemed accepted and these General Terms and Conditions will apply. Further oral agreements will only bind the Designer after they have been confirmed in writing by the Designer.
1.5 A “Consumer” is a natural person acting for purposes outside their trade, business, craft or profession. A “Business Client” is a Client acting in the course of a trade, business, craft or profession. If the Client is a Consumer, mandatory consumer law prevails over any conflicting provision in these General Terms and Conditions.
2 Performance of the agreement
2.1 The Designer will endeavour to perform the assignment carefully and independently, represent the Client’s interests to the best of their knowledge and ability, and strive for a result that is usable by the Client, as may reasonably be expected of a professional designer. Where necessary, the Designer will keep the Client informed of the progress of the work.
2.2 The Client will do everything reasonably necessary or desirable to enable correct and timely delivery, including providing complete, sound and clear information and materials on time.
2.3 Any period stated by the Designer for performance of the assignment is indicative unless expressly agreed in writing as a binding deadline.
2.4 Unless otherwise agreed, the assignment does not include:
a. conducting tests, applying for permits, or assessing whether the Client’s instructions comply with statutory requirements or quality standards;
b. investigating the existence of third-party rights, including patent, trademark, design, copyright or portrait rights; or
c. investigating the availability to the Client of the possible forms of protection referred to under subsection b.
2.5 Before implementation, production, reproduction or publication, the parties will give one another the opportunity to inspect and approve the final designs, prototypes or proofs of the result. Approval by the Client authorises the Designer to proceed on the basis of the approved material.
2.6 Deviations in the final or other result from what was agreed will not constitute grounds for rejection, a discount, compensation or termination if, taking all circumstances into account, the deviations are reasonably of minor significance.
2.7 The Client must notify the Designer in writing of a complaint as soon as reasonably possible and, where practicable, within 10 (ten) working days after the Client discovered or reasonably should have discovered the issue. This provision does not limit any mandatory statutory rights of a Consumer. The Designer must be given a reasonable opportunity to investigate and, where appropriate, remedy the issue.
3 Engagement of third parties
3.1 Unless otherwise agreed, assignments to third parties in connection with the performance of the assignment will be issued by or on behalf of the Client. At the Client’s request, the Designer may act as the Client’s authorised representative at the Client’s expense and risk. The parties may agree an additional fee for this service.
3.2 If the Designer prepares an estimate of third-party costs at the Client’s request, the estimate is indicative. If desired, the Designer may request quotations on the Client’s behalf.
3.3 If, pursuant to an express agreement with the Client, the Designer purchases goods or services from third parties at their own expense and risk and subsequently supplies or resells them to the Client, the supplier’s applicable general terms and conditions and any separate agreements with the supplier will also apply to the Client, to the extent they were made available to the Client before the relevant purchase.
3.4 If the Designer, whether or not in the Client’s name, issues assignments or instructions to production companies or other third parties, the Client will, at the Designer’s request, confirm in writing the approval referred to in Article 2.5.
3.5 The Client will not engage third parties without consulting the Designer if doing so could materially affect performance of the assignment as agreed. Where applicable, the parties will consult about which third parties are to be engaged and which work is to be assigned to them.
3.6 To the extent permitted by law, the Designer is not liable for errors or defects in products or services supplied by third parties engaged by or on behalf of the Client, regardless of whether those third parties were introduced by the Designer. The Client must address claims directly to the party concerned. If desired, the Designer may provide reasonable assistance.
4 Intellectual property rights and ownership
4.1 All intellectual property rights in results created by the Designer in connection with the assignment belong to the Designer, unless expressly transferred in writing. Where a right can only be obtained by filing or registration, only the Designer is authorised to arrange that filing or registration, unless otherwise agreed. “Intellectual property rights” include copyrights, database rights, related rights, trademark rights, design rights, patents, domain-name rights, know-how, commercial knowledge, trade secrets and similar rights arising anywhere in the world, whether or not capable of registration, including applications for such rights.
4.2 The parties may agree in writing that specified rights will be transferred to the Client in whole or in part. The transfer and its conditions must be recorded in writing. Until the transfer has taken place and the agreed fee has been paid in full, the Client only receives the right of use described in Article 5.
4.3 Unless otherwise agreed, the Designer is entitled to be credited in the colophon, acknowledgements or other location customary for the relevant publication or result. The Designer may also request that their name be removed. The exact form and placement of the credit may be agreed in the quotation or in writing.
4.4 Unless otherwise agreed, original materials and working materials created by the Designer—including designs, sketches, concepts, advice, reports, budgets, estimates, specifications, working drawings, illustrations, photographs, prototypes, scale models, moulds, products or parts of products, films, audio and video presentations, source code, source files and electronic production files—remain the property of the Designer. Delivery of a final file does not automatically include delivery or transfer of editable source files. The parties may agree an additional fee and conditions for supplying such files.
4.5 Following completion of the assignment, neither party has an obligation towards the other to retain the original or working materials referred to in Article 4.4, unless otherwise agreed or required by law.
5 Use of the result
5.1 Once the Client has fully complied with their obligations, the Client receives a licence to use the final result for the purpose, territory, duration and media agreed in the quotation. Unless otherwise agreed, the bespoke final design may be used exclusively by the Client for that agreed purpose. This exclusivity does not apply to the Designer’s pre-existing materials, methods, templates, know-how, unused concepts, general design elements, fonts, stock images or other third-party materials.
5.2 Fonts, stock images, software, illustrations and other third-party materials remain subject to the relevant third party’s licence terms. Such materials are not transferred to the Client and cannot be made exclusive unless the relevant rights holder expressly permits this. The Client is responsible for obtaining any additional licence required for use outside the agreed scope, unless the Designer has expressly agreed to arrange that licence.
5.3 Without the Designer’s written permission, the Client may not modify the result, use it more broadly or differently than agreed, or have a third party do so. The Designer may attach reasonable conditions to permission, including payment of an additional fee. This provision does not restrict a Consumer’s mandatory statutory rights.
5.4 In the event of unauthorised broader or different use—including material modification, distortion or impairment of a provisional or final result—the Designer is entitled to recover the loss actually suffered, a reasonable licence fee for the unauthorised use and any other remedies available by law. Any compensation or contractual remedy will remain subject to judicial moderation and mandatory consumer law where applicable.
5.5 Without the Designer’s prior consent, the Client may no longer use or further develop the result, or have it further developed, and any licence granted in connection with the assignment may be suspended or lapse, to the extent permitted by law:
a. if the Client fails to comply fully or on time with payment or other material obligations and remains in default after any legally required notice and cure period;
b. if the assignment is terminated prematurely for a reason referred to in Article 8.2; or
c. in the event of the Client’s bankruptcy, unless the relevant rights have already been transferred in accordance with Article 4.2.
5.6 Subject to the Client’s legitimate interests and confidentiality obligations, the Designer may use published results for their portfolio, publicity, acquisition, promotion, website, social media, competitions and exhibitions. Before the result has been made public by or with the Client’s consent, the Designer will only publish it with the Client’s prior permission. If a result is physical, the parties may agree that it will temporarily be made available to the Designer for these purposes.
6 Fees and expenses
6.1 The Designer is entitled to a fee for performing the assignment. The fee may consist of an hourly rate, consultancy fee, fixed amount or other remuneration agreed between the parties.
6.2 In addition to the agreed fee, the Designer is entitled to reimbursement of costs reasonably incurred in performing the assignment, including agreed office, travel and accommodation expenses; costs of prints, copies, printing proofs and prototypes; and third-party costs for advice, production and supervision. These costs will be specified in advance as far as reasonably possible.
6.3 If the Designer is required to perform additional or different work because the Client fails to provide complete, sound and clear information or materials on time, changes the assignment or briefing, supplies an incorrect briefing, or because of external circumstances outside the Designer’s reasonable control, that work will be charged separately at the Designer’s customary rates. The Designer will inform the Client in advance whenever reasonably possible.
7 Payment and suspension
7.1 The Designer will issue invoices in a timely manner. As agreed in the quotation, the Designer may invoice fees and expenses in advance, in instalments, on an interim basis or periodically.
7.2 Payments must be made without deduction, set-off or suspension within 30 days of the invoice date, unless otherwise agreed in writing or stated on the invoice. This does not restrict any mandatory right of a Consumer to suspend payment or exercise another statutory remedy.
7.3 Goods delivered to the Client remain the property of the Designer until the Client has paid in full all amounts owed under the relevant agreement, to the extent that retention of title is legally possible.
7.4 If a Consumer fails to pay on time, statutory interest and collection costs will only be charged after the legally required notice and payment period have been provided. Collection costs will be calculated in accordance with the mandatory statutory scale and VAT will only be added where legally permitted.
7.5 If a Business Client fails to pay on time, the Business Client owes statutory commercial interest and reasonable extrajudicial collection costs. Unless mandatory law provides otherwise, those collection costs will amount to 10% of the outstanding invoice amount, subject to a minimum of EUR 150. VAT will only be added where legally chargeable.
7.6 The Designer may suspend performance after the payment term has expired and the Client has failed to pay within a reasonable further period specified in a written notice. If the Client is a Consumer, the Designer will observe all mandatory notice and cure periods. The Designer may also suspend performance if the Designer can reasonably conclude from the Client’s statement or conduct that payment will not be made, subject to mandatory law.
8 Attributable failure, termination by notice and rescission
8.1 In the event of an attributable failure, the parties will first give one another written notice of default and allow the other party a reasonable period in which to fulfil their obligations, correct any error, or limit or remedy any loss, unless a notice or cure period is not required by law. The notice must describe the failure in reasonable detail.
8.2 If the Client terminates the agreement prematurely without an attributable failure by the Designer, or if the Designer rescinds or terminates the agreement because of an attributable failure by the Client, the Client will owe the agreed fees and expenses relating to work performed up to the termination date, together with reasonable cancellation loss as described in Article 8.3. Conduct by the Client as a result of which the Designer cannot reasonably be required to complete the assignment may constitute an attributable failure.
8.3 For a Business Client, reasonable cancellation loss includes obligations entered into by the Designer with third parties for the assignment and 30% of the remaining fee that would have become due on full completion, unless the Designer’s actual loss is lower or the Business Client demonstrates that the amount is unreasonable in the circumstances. For a Consumer, compensation is limited to the work performed, unavoidable third-party costs and other reasonable loss that may lawfully be charged under mandatory consumer law.
8.4 Either party may terminate the agreement in whole or in part with immediate effect, and outstanding amounts for work already performed become due and payable, if an application is filed in respect of the other party for bankruptcy, suspension of payments or statutory debt restructuring, or if the other party dies, but only to the extent permitted by insolvency law and other mandatory law.
8.5 If the Designer repeatedly performs similar work, the arrangement may constitute a continuing-performance agreement. A continuing-performance agreement with a Business Client may be terminated in writing subject to a reasonable notice period of at least 3 (three) months, during which the Business Client will continue to purchase the customary volume of services or reasonably compensate the Designer for resulting loss. A Consumer may terminate an agreement of indefinite duration or an automatically renewed agreement in accordance with mandatory consumer law; after renewal, any notice period for a Consumer will not exceed 1 (one) month unless the law expressly permits otherwise.
9 Warranties and indemnities
9.1 The Designer warrants that original work supplied by the Designer was created by or under the responsibility of the Designer and that, where copyright subsists in that original work, the Designer is entitled to grant the agreed licence or transfer. To the best of the Designer’s knowledge at the time of creation, the original result does not infringe third-party rights or otherwise violate the law. This warranty does not apply to materials supplied or specifically required by the Client or to third-party materials used in accordance with their applicable licence terms.
9.2 The Client indemnifies the Designer and third parties engaged by the Designer against third-party claims arising from use of the result outside the agreed scope or from materials, information or instructions supplied by the Client. This indemnity does not apply to the extent that a claim results from the Designer’s own attributable failure or breach of the warranty in Article 9.1 and does not restrict mandatory consumer rights.
9.3 The Client warrants that the Client is entitled to provide and authorise the agreed use of all materials and information supplied to the Designer. The Client indemnifies the Designer against claims concerning intellectual property, privacy or portrait rights in such materials, except to the extent that the Designer knew or reasonably should have known that the proposed use was unlawful.
10 Liability
10.1 To the extent permitted by law, the Designer is liable only for direct loss that is the direct and reasonably foreseeable result of an attributable failure by the Designer. Liability for indirect or consequential loss—including lost profits, missed savings, reputational damage, corrupted or lost data or materials, and business interruption—is excluded. Nothing in these General Terms and Conditions excludes liability that cannot legally be excluded, including liability arising from intent or deliberate recklessness by the Designer.
10.2 Subject to Article 10.1, the Designer’s total liability is limited to the fee paid or payable for the part of the assignment to which the liability relates, subject to an overall maximum of EUR 10,000. If the Designer’s insurer pays a higher amount for the relevant claim, liability will instead be limited to the amount actually paid by the insurer plus any applicable policy excess borne by the Designer. These limitations apply only to the extent permitted by mandatory law.
10.3 Any contractual claim by a Business Client will lapse 2 (two) years after the assignment has ended through completion, termination by notice or rescission, unless mandatory law provides otherwise. Statutory limitation periods apply to a Consumer.
11 Privacy and personal data
11.1 Each party will comply with its obligations under the General Data Protection Regulation (GDPR) and other applicable privacy legislation.
11.2 The Designer is generally an independent controller for personal data processed for quotations, contracts, project administration, communication, invoicing, legal compliance and the operation of the Designer’s business.
11.3 If the Designer processes personal data solely on behalf of and under the documented instructions of the Client, the parties will enter into a data processing agreement where legally required. The parties’ roles will be determined by the actual purposes and means of the relevant processing and not merely by the description used in the agreement.
12 Force majeure
12.1 If either party fails to perform an obligation because of circumstances that cannot reasonably be attributed to that party, that party will not be liable for that failure and performance of the affected obligation will be suspended for the duration of the force-majeure event.
12.2 Force majeure may include weather events, fire, strikes, serious illness, pandemics, epidemics, war or violence, hacking, cyberattacks, major technical failures, government intervention, quarantine measures, and delays or failures by suppliers or other third parties engaged in performance, provided the circumstance is beyond the affected party’s reasonable control and prevents or materially delays performance.
12.3 A party invoking force majeure must inform the other party in writing as soon as reasonably possible, describe the expected effect and duration, and provide reasonable supporting information where available.
12.4 If the force-majeure event continues for 60 (sixty) days, either party may terminate the affected part of the agreement insofar as continuation can no longer reasonably be required.
12.5 In the event of force majeure, the Designer remains entitled to the fee for work already performed and reimbursement of costs already incurred or reasonably unavoidable, including non-cancellable orders placed with third parties. A Consumer will only be charged to the extent permitted by mandatory consumer law.
13 Consumer right of withdrawal
13.1 This Article applies only where the Client is a Consumer and the agreement is concluded at a distance or away from the Designer’s business premises and a statutory right of withdrawal applies.
13.2 The Consumer may withdraw from a service agreement without giving a reason within 14 (fourteen) calendar days after the agreement is concluded. The Designer will provide the Consumer with the legally required information and model withdrawal form. The Consumer may exercise the right by sending the form or another unequivocal statement to the Designer before the period expires.
13.3 If the Consumer wants the Designer to begin work during the withdrawal period, the Consumer must make an express request. If the Consumer subsequently withdraws after performance has begun, the Consumer may be required to pay a proportionate amount for the services properly performed up to the time of withdrawal, but only where permitted by law and where the required information was provided in advance.
13.4 The right of withdrawal in respect of a service ends once the service has been fully performed only if performance began with the Consumer’s prior express consent and the Consumer acknowledged that the right of withdrawal would be lost on full performance.
13.5 Where the assignment includes goods made to the Consumer’s specifications or clearly personalised goods, the right of withdrawal may not apply to those goods to the extent provided by law. This exception does not automatically remove the right of withdrawal for a related design service.
13.6 If the agreement is concluded through a website or app, the Designer will provide any online withdrawal or cancellation function required by applicable law. Such a function does not replace the model withdrawal form where that form is also legally required.
14 Other provisions
14.1 If the Client wishes to assign the same assignment to another party at the same time, or has previously assigned it to another party, the Client must inform the Designer in advance if this could affect the Designer’s work or rights.
14.2 The Client may not transfer rights arising from an agreement with the Designer to a third party, except as part of a transfer of the Client’s entire business or with the Designer’s prior written consent. This does not restrict a transfer that cannot legally be prohibited.
14.3 The parties must keep confidential all information, facts and circumstances received in connection with the assignment where it may reasonably be understood that disclosure could harm the other party. They will impose an equivalent duty of confidentiality on employees and third parties engaged in performing the assignment. This duty does not apply to information that is public through no breach of this Article, was lawfully known already, was independently developed, or must be disclosed by law or a competent authority.
14.4 If any provision is void, unenforceable or annulled, the remaining provisions remain in force. The parties will consult in good faith to replace the affected provision with a valid provision that reflects its purpose as closely as legally possible. In a Consumer agreement, an unfair term will not bind the Consumer and will only be replaced or supplemented to the extent permitted by mandatory law.
14.5 Headings are included solely for ease of reading and do not form part of these General Terms and Conditions.
14.6 The Designer may amend these General Terms and Conditions for future agreements. An amendment affecting an existing continuing-performance agreement will only take effect after reasonable notice and, where the amendment materially disadvantages the Client, the Client may terminate the agreement before the amendment takes effect without an additional termination charge. Mandatory consumer law remains unaffected.
14.7 The agreement is governed by Dutch law. If the Client is a Consumer, this choice does not deprive the Consumer of protection provided by mandatory provisions of the law that would apply in the absence of this choice. The parties will first attempt to resolve a dispute through consultation. A dispute with a Business Client will be submitted, at the Designer’s discretion, to the court having jurisdiction under applicable law or to the competent court in the district where the Designer is established. A Consumer may bring proceedings, and may only be sued, before the courts permitted by mandatory national and European rules on consumer jurisdiction.
14.8 The language version expressly supplied to and accepted by the Client as part of the agreement is the governing version for that agreement. Any translation supplied in another language is for convenience only. Where mandatory consumer law requires an ambiguous term to be interpreted in the Consumer’s favour, that rule remains unaffected.