1.1 The following Terms and Conditions of Service apply to all products and services provided by Double Radical, hereafter named ‘the contractor’ and in the event of any dispute are governed by the laws of the Netherlands. Receipt by us of your signed Confirmation Acceptance Form indicates acceptance of our Proposal and your agreement to these Terms.
1.2 Quotations are non-binding valid for 1 month and may be subject to change due to an unforeseen change in project related work. Prices are excluding VAT and other government levies. Mentioned rates and offers do not automatically apply to future projects. After client notification of the acceptance of the contractor’s proposal, a client contract will be sent to you, which you must sign and return as confirmation of agreement to these Terms.
1.3 Projects must be confirmed in writing by the client. If the client fails to do so, but nevertheless agrees that the contractor will start executing the project, the content of the quotation will be deemed agreed. Further oral agreements are only binding after they have been confirmed in writing by the contractor.
1.4 The Contract shall commence with effect from the date of signed client contract.
1.5 If the client wishes to grant the same project to other parties at the same time or has already given the project to another party, he must inform the contractor, stating the names of these other parties.
The contractor undertakes to the Client that our Services will be provided using reasonable care and skill. The contractor will aim to execute the project independently, to represent the interests of the client to the best of his knowledge and to strive for a result that is useful for the client. Where necessary, the contractor will keep the client informed of the progress of the work.
Where the nature of the Services are such that we consider it is appropriate to provide you with an estimate of any phases, performance milestones or completion dates for the Services, please note such dates shall be estimates only and time shall not be of the essence for performance of the Services or the completion of Deliverables. Time estimates depend on a number of factors that may change during the course of performing the Services, but we shall do our best to communicate any changes to you as soon as possible where you have notified us in your Instruction of key milestones dates that are important to your business.
The Agency shall have the right to make any changes to the Services which are necessary to comply with any Applicable Laws or safety requirements or which do not materially affect the nature or quality of the Deliverables, but we shall always notify you before implementing any such changes to the Services in any such event. If such changes result in any change to our Proposal this will be added to our Proposal and a revised Proposal sent to you for approval prior to continuing the Services. Certain changes may require the payment of additional Charges for which the Client is responsible and will be included in our revised Proposal.
If the client does not agree, any revised Proposal sent as a result of changes referred to in clause 2.3 above, or as a result of changes you require to the Creative Brief you may issue written notice to terminate our Services but please note the Agency is entitled to recoup in full all Charges incurred in respect of Work in Progress carried out up to the date of termination which will be charged on a time and materials basis.
Complaints must be communicated to the contractor in writing as soon as possible, within ten working days after completion of the project. Failing which the client is deemed to have fully accepted the result of the project.
Any service requests can be provided via email to hello@doubleradical.com. Your instruction sets out the Services you need from the Agency, any Deliverables you require us to produce and other bespoke or specific requirements that you may have. Your Instruction should contain a clear description of your requirements, any brief you wish us to consider and any Deliverables you wish us to produce.
Upon consideration of your Instruction, we will send you our Proposal including any recommendations of what is required to produce the Deliverables, which may include our suggested timescales and any project methodologies that we consider may be needed to meet your requirements.
Our Proposal shall only remain valid for a period of 1 month from its date of issue by us. For further information on accepting the proposal, see clause 1.2-1.4.
Unless agreed differently, all copyright with regard to intellectual property rights, are retained by the client. If a choice of designs is presented and one is chosen for your project, only that solution is deemed to be given by us as fulfilling the contract. All other designs remain the property of Double Radical, unless specifically agreed in writing and may be submitted to other clients for their use, provided that such submission or use does not involve the release of any confidential information regarding your business or methods of operation.
Unless otherwise agreed, the project does not include conducting research into the existence of rights, including patent rights, trademark rights, drawing or design rights, copyrights or portrait rights of third parties. The same applies to any investigation into the possibility of such forms of protection for the client.
Unless the work is not suitable for it, the contractor is at all times entitled to mention or remove his/her name on or near the work and the client is not allowed to remove the work without prior permission. without stating or multiplying the name of the contractor.
Unless agreed differently, sketches, illustrations, prototypes, models, moulds, designs, design sketches, films and other materials or (electronic) files created by the contractor within the framework of the project remain property of the contractor, regardless of whether they have been handed over to the client or to third parties.
After the project has been completed, neither the client nor the contractor have any mutual obligation towards each other with regard to keeping materials and data used and provided.
Before using the Deliverables in any way, it is always the Client’s responsibility to ensure that content contained in them, does not infringe the Intellectual Property Rights or Trademarks of any third party. The Agency does not conduct such investigations and by entering into a Contract with us you agree that you are solely responsible for the conduct of any necessary investigations and obtaining a licence to use third party Intellectual Property where required, including for all related costs. Neither the Agency, nor anyone acting on our behalf shall be liable for any dispute arising from or in connection with the use or infringement of any Intellectual Property Rights of any third party, in any jurisdiction.
Without prejudice to clause 5.1 above, the Client acknowledges that the Agency cannot and does not advise, nor will the Agency be responsible, for any legal matters arising out of or in connection with your Instruction, any Work in Progress or Deliverables or the protection of copyright or other Intellectual Property Rights. Clients must seek their own legal advice on protecting their Intellectual Property Rights, including copyright in any branding, design, logos or other images or content that may arise as a result of the performance of the Services.
When the client fully complies with his obligations under the agreement with the contractor, he obtains an exclusive license to use the design insofar as this concerns the right of publication and reproduction in accordance with the destination agreed in the project. If no agreements have been made about the destination, the licensing will be limited to that use of the design for which there were firm intentions at the time the order was awarded. These intentions must be demonstrably made known to the contractor before the agreement is concluded.
The client is not entitled to use the design or have it used in a different way than has been agreed on, without the written permission of the contractor. In the event of wider or different use before written agreement, including changes, mutilation or impairment of the provisional or final design, the contractor is entitled a compensation for infringement of his/her rights of at least three times the agreed project price, or at least a compensation which is in reasonableness and fairness proportionate to the infringement committed, without prejudice to the right of the contractor to claim compensation for the damage actually suffered.
The client is not (any longer) permitted to use the results made available and any license granted to the client in the context of the project will be cancelled: from the moment that the client does not (fully) fulfil its (payment) obligations under the agreement or shows any default with regard to the agreement.
The contractor has the freedom to use the design for its own publicity or promotion, taking into account the interests of the client.
6.1 In addition to the prior agreed project fee, the additional costs incurred by the contractor for the execution of the project, are also eligible for reimbursement.
6.2 If the contractor is forced to perform additional or different work due to late or non-delivery of complete and clear data/materials or due to an amended or incorrect project or briefing, these activities must be reimbursed separately, based on the regular rates charged by the contractor.
7.1 Payments must be made within 14 days of the date stated of the invoice. If after the expiry of this term no (full) payment has been received by the contractor, the client is in default and he owes interest equal to the statutory interest.
All costs incurred by the contractor, such as legal costs, extrajudicial and judicial costs, including the costs for legal assistance, bailiffs and collection agencies, incurred in connection with late payments, will be paid for by the client. The extrajudicial costs are set to be at least 10% of the invoice amount with a minimum of € 150 excl. VAT.
7.2 The contractor has the right to charge his fee monthly for work performed and costs incurred for the performance of the project.
7.3 The client makes payments owed to the contractor without discount or settlements, except for settlements against deductible advances relating to the agreement, which he has provided to the contractor. The Client is not entitled to suspend payment of invoices for work already performed.
8.1 When the client terminates the agreement, he must pay, in addition to the compensation, the fee and the costs incurred with regard to the work already performed.
8.2 If the agreement is terminated by the contractor due to an attributable deficiency in the execution of the agreement by the client, the client must - in addition to compensation - pay the fee and the costs incurred with regard to the work performed up to that point.
8.3 The compensation referred to in the previous two paragraphs of this article will at least include the costs ensued from commitments entered into by the contractor in its own name with third parties for fulfilment of the project, as well as at least 50% of the remaining part of the the fee that the client would owe if the project was completed.
8.4 Both the contractor and the client have the right to immediately terminate the agreement fully or partly in the event of bankruptcy or (provisional) suspension of payments of the other party. In the event of bankruptcy of the client, the contractor has the right to terminate any rights of use.
8.5 In the event of termination by the client due to an attributable deficiency in the fulfilment of obligations by the contractor, the work already performed and delivered and the associated payment obligation, will not be subject to cancellation, unless the client proves that the contractor in in default with regard to specified performance of work.
Fees that the contractor has invoiced before the termination with regard to already performed work, remain undiminished and will become immediately due and payable at the moment of termination.
8.6 If the work of the contractor consists of repeatedly performing similar work, the applicable agreement will, unless otherwise agreed in writing, apply for an indefinite period of time. This agreement can only be terminated or adapted by written notice, with a notice period of at least one month.
9.1 The contractor guarantees that the delivered goods have been designed by or on behalf of him/her and that, if the design is subject to copyright, he/she is regarded as the creator in the meaning of the Copyright Act and can be seen as the copyright holder with regard to the produced work.
9.2 The client indemnifies the contractor, or people engaged by the contractor for execution of the project, against all claims from third parties arising from the application or use of the result of the project.
9.3 The client indemnifies the contractor against claims with regard to intellectual property rights on materials or data provided by the client, which are used in the execution of the project.
10.2 The Contractor is solely liable for direct damage attributable to him. Direct damage only includes:
10.3 Except in the event of willful misconduct or willful recklessness on the part of the contractor or the contractor's management - with the exception of subordinates -, the contractor's liability for damage arising from an agreement or from an unlawful act committed against the client, is limited to the invoice amount related to the executed part of the project, minus the costs incurred by the contractor for engaging third parties, understanding that this amount will not exceed € 45,000 and in any case limited to a maximum of the amount that the insurer will pay out to the contractor in the specified case.
10.4 Every liability will expire one year after the moment the project has been completed.
10.5 The client is obliged, if reasonably possible, to keep copies of materials and data provided by him/her until the project has been completed. If the client fails to do so, the contractor cannot be held liable for damage that would not have occurred if these copies had existed.
11.1 The client is not allowed to transfer any rights related to an agreement concluded with the contractor to third parties, unless the client transfers his/her entire company.
11.2 Both parties are obliged to treat facts and circumstances, that come to the attention of the other party in the context of the project, in confidence. Third parties involved in the execution of the project are bound by the same confidential treatment with regard to these facts and circumstances originating from the other party.
11.3 The headings in the terms and conditions only serve to improve readability and do not form part of the terms and conditions.
11.4 The specified agreement between the contractor and the client is governed by Dutch law. The court to take cognizance of disputes between the contractor and the client is the competent court in the district where the contractor is established, or the competent court according to the law, at the discretion of the contractor.