Terms & Conditions
General Terms and Conditions of Delivery
Bold Boy — Version 1.0 — 2026
Nathan Lewis, trading under the name Bold Boy
Eerste Jan van der Heijdenstraat 108-H, 1072 VB Amsterdam, the Netherlands
Chamber of Commerce: 52479536 — boldboy.nl
These General Terms and Conditions of Delivery apply to all offers, quotations, and agreements concluded between Bold Boy and any Principal. They function as the overarching legal framework for all service categories. Service-specific provisions, project scope, commercial arrangements, deliverables, and operational responsibilities are governed by the applicable Agreement of Commission and its attached Statement of Work or Product Plan. In the event of a conflict, the Agreement of Commission prevails.
Section A — General Provisions
The provisions in this Section apply to all engagements and all service categories, unless a service-specific section or the applicable Agreement of Commission provides otherwise.
Article 1 — Definitions
In these General Terms and Conditions of Delivery, the following terms have the meanings set out below:
a. Principal: the natural or legal person that, acting in the exercise of their profession or enterprise, has given a commission to Supplier for the development and delivery of a Product, the provision of Services, or both;
b. Supplier: Nathan Lewis, trading under the name Bold Boy, a sole proprietorship incorporated under the laws of the Netherlands, having its registered seat at Eerste Jan van der Heijdenstraat 108-H, 1072 VB Amsterdam, the Netherlands, registered with the Chamber of Commerce under number 52479536;
c. Agreement: the agreement of commission for the development and delivery of a Product, the provision of Services, or both, concluded between Principal and Supplier, together with these General Terms and Conditions of Delivery and all Exhibits thereto;
d. Agreement of Commission (AoC): the service-specific agreement concluded between Principal and Supplier for a particular Commission, which governs the scope, deliverables, timelines, compensation, and operational responsibilities for that Commission;
e. Statement of Work (SOW): the document or proposal issued by Supplier that defines the scope, specifications, deliverables, timelines, and fees applicable to a specific Commission, which forms an Exhibit to the Agreement of Commission. The Statement of Work may also be titled or referred to as a Product Plan (PP) or Scope of Work. Regardless of the title used, any such document issued by Supplier and accepted by Principal in accordance with Article 4 shall constitute a Statement of Work for the purposes of this Agreement;
f. Product: any website, webshop, web application, mobile application, custom software, digital design, or other discrete digital deliverable developed and delivered by Supplier to Principal in accordance with the Statement of Work;
g. Services: any recurring or ongoing digital services provided by Supplier to Principal, including without limitation digital marketing management, social media advertising, search engine advertising, campaign management, hosting, maintenance, support, tracking implementation, and analytics services;
h. Commission: the totality of activities to be performed by Supplier pursuant to the Agreement, encompassing the development and delivery of a Product, the provision of Services, or both;
i. Key Deliverable: any intermediate or final work product identified as such in the Statement of Work, requiring review and approval by Principal prior to the continuation of the Commission;
j. Ad Spend: the media budget expended directly on third-party advertising platforms, including without limitation Meta Platforms, Inc. and Google LLC, which is separate from and in addition to any management fees payable to Supplier;
k. Platform: any third-party digital platform, system, software-as-a-service, or application programming interface relied upon by Supplier in the execution of the Commission, including without limitation Meta Ads Manager, Google Ads, Shopify, WordPress, Klaviyo, DatoCMS, Storyblok, Google Analytics, and similar services;
l. Full Payment: the complete payment of all amounts owed by Principal to Supplier on the basis of, in connection with, or arising from the Agreement, including principal amounts, interest, and costs;
m. Background Technology: development tools, frameworks, libraries, routines, subroutines, programmes, data, and materials that are pre-existing or independently developed by Supplier and which may be incorporated into or used in the production of a Product;
n. Personal Data: any information relating to an identified or identifiable natural person within the meaning of the General Data Protection Regulation (EU) 2016/679 (GDPR);
o. AI Tools: artificial intelligence systems, large language models, generative image tools, code generation tools, or similar machine learning applications used by Supplier in the production of a Product or the provision of Services.
Article 2 — General Applicability
2.1 These General Terms and Conditions of Delivery apply to all offers, quotations, proposals, and agreements between Supplier and Principal, including all Commissions and all agreements consequential thereto, irrespective of the service category involved.
2.2 The Agreement of Commission and its attached Statement of Work govern the service-specific terms of each engagement. These General Terms and Conditions of Delivery provide the overarching legal framework within which each Agreement of Commission operates. In the event of a conflict between these General Terms and Conditions of Delivery and the Agreement of Commission, the Agreement of Commission shall prevail with respect to the specific matter in conflict.
2.3 Any general terms and conditions of Principal, or other general or special terms and conditions of whatever nature, including purchase conditions, are explicitly not applicable to any Agreement with Supplier and are hereby expressly rejected.
2.4 Deviations from these General Terms and Conditions of Delivery are only valid if and insofar as they have been explicitly agreed in writing between Supplier and Principal.
Article 3 — Quotations and Proposals
3.1 All quotations, proposals, budgets, ballpark estimates, advance calculations, and similar communications issued by Supplier, whether or not described as offers, are entirely non-binding and do not oblige Supplier to conclude an Agreement with Principal.
3.2 Quotations and proposals issued by Supplier are valid for a period of fourteen (14) days from the date of issue, unless a different period is stated therein. After expiry of this period, no rights may be derived from the quotation or proposal. Until the Agreement has been signed by both Parties, all elements of a quotation or proposal — including pricing, scope, timelines, planning, and availability — remain indicative and subject to change without notice. Supplier may accept other commissions during the validity period, which may affect the availability, planning, or pricing stated in the quotation or proposal. No rights may be derived from a quotation or proposal prior to the conclusion of a signed Agreement.
3.3 All designs, drawings, models, samples, descriptions, images, specifications, creative concepts, and other documents or materials forming part of or accompanying any quotation or proposal remain the exclusive property of Supplier and may not be copied, reproduced, disclosed to third parties, or used without the prior explicit written consent of Supplier. Supplier reserves all intellectual and industrial property rights therein.
3.4 Supplier may not be held to a quotation or proposal that contains a material error or omission, provided that Principal could reasonably have recognised such error or omission.
Article 4 — Conclusion of Agreement
4.1 An Agreement with Supplier is concluded only when both Parties have accepted and signed the Agreement of Commission in writing, including by means of a signature transmitted by e-mail, or when Supplier has confirmed a written instruction from Principal in writing.
4.2 The content of the Agreement is formed by the Agreement of Commission, the Statement of Work, and these General Terms and Conditions of Delivery. In the event of a conflict between these documents, the order of precedence shall be: (i) the Agreement of Commission; (ii) the Statement of Work; (iii) these General Terms and Conditions of Delivery.
4.3 Additional agreements, undertakings, or representations made by persons acting on behalf of Supplier are only binding upon Supplier if confirmed in writing by a director of Supplier duly authorised to represent it.
4.4 Where Principal instructs Supplier to commence work in advance of the signing of a formal Agreement of Commission, and Supplier commences such work, the commencement of work shall constitute acceptance by both Parties of the terms set out in the most recent proposal or quotation issued by Supplier, together with these General Terms and Conditions of Delivery.
Article 5 — Commission and Third Parties
5.1 Supplier accepts the Commission and executes it independently, in accordance with its own professional judgment, without supervision or direction of Principal as to the manner of execution. Principal may provide directions and instructions with respect to the intended outcome and functional requirements of the Commission.
5.2 Supplier is authorised to engage third parties, including sub-contractors and freelancers, in the execution of the Commission to the extent reasonably required for its sound and timely delivery. Supplier shall ensure that any third parties so engaged are bound by confidentiality obligations at least equivalent to those set out in Article 13 of these General Terms and Conditions of Delivery.
5.3 Supplier is not liable for delays, shortcomings, or damage caused by third parties engaged by Principal, or for third-party platforms and services outside Supplier's control.
Article 6 — Information Obligations
6.1 Principal shall provide Supplier in a timely manner with all information, materials, access credentials, and data required for the proper execution of the Commission. This includes, without limitation, technical specifications, brand guidelines, content, imagery, copy, URLs, account access, advertising platform credentials, tracking configurations, and any other documentation or data as reasonably requested by Supplier.
6.2 Principal warrants that all information, materials, and data provided to Supplier are accurate, complete, and lawful, and that Principal has all necessary rights to use and provide such materials for the purposes of the Commission. Principal assumes full responsibility for any errors, inaccuracies, or omissions in materials provided, and shall indemnify Supplier against all claims arising therefrom.
6.3 If information or materials necessary for the execution of the Commission are not provided, not provided in a timely manner, or not provided in accordance with the Agreement, Supplier shall have the right to suspend its obligations without liability to pay any compensation to Principal. Any additional costs resulting from such delay or failure shall be borne by Principal.
6.4 Principal bears the risk of misunderstandings arising from instructions or communications made verbally or by informal means, including telephone, messaging applications, or verbal meetings, unless such instructions are confirmed in writing by Supplier.
Article 7 — Pricing and Pass-Through Costs
7.1 All prices stated by Supplier are exclusive of value added tax (VAT) and other government-imposed levies, unless expressly stated otherwise in writing.
7.2 Prices stated in a quotation or Statement of Work apply exclusively to the scope of work as defined therein. Supplier is under no obligation to deliver any part of the Commission at a proportional rate derived from the total price, unless explicitly agreed otherwise in writing.
7.3 Where a price has been communicated as an estimate only, or where the agreed price is subject to change under these General Terms and Conditions of Delivery, the final price shall be established at an amount considered reasonable in the relevant industry.
7.4 Ad Spend, platform fees, third-party licensing costs, hosting costs, and other pass-through costs are not included in Supplier's fees unless explicitly stated in the Statement of Work. Such costs shall be paid directly by Principal or reimbursed to Supplier as agreed in the Statement of Work.
Article 8 — Price Changes and Scope Adjustments
8.1 Supplier is entitled to increase the agreed price where one or more of the following circumstances arise after the date on which the Agreement was concluded:
a. an increase in tooling costs, licensing costs, platform fees, third-party service costs, or currency fluctuations that materially affect the cost of delivery;
b. improper, incomplete, or inaccurate delivery of information, materials, or data by Principal, requiring Supplier to perform additional work or incur additional costs beyond what was reasonably foreseeable at the time of conclusion of the Agreement;
c. any change introduced by Principal to the scope, specifications, or requirements as originally agreed in the Statement of Work.
8.2 All scope changes must be submitted by Principal in writing and shall be subject to the change request procedure set out in Article 11. Any additional fees resulting from scope changes shall be communicated to Principal in writing before the relevant additional work is commenced, except in circumstances where delay would cause disproportionate harm to the Commission.
Article 9 — Payment Terms
9.1 Unless otherwise agreed in writing in the Agreement of Commission, Principal shall pay all invoices within thirty (30) days of the invoice date, without any right to set-off, discount, or suspension.
9.2 For project-based Commissions, invoicing shall follow the payment schedule set out in the Agreement of Commission. In the absence of an agreed payment schedule, Supplier shall issue a down payment invoice of fifty percent (50%) of the total agreed fee prior to commencement, with the remainder invoiced upon delivery.
9.3 For ongoing Services billed on a recurring basis, Supplier shall invoice at the beginning of each calendar month, or as otherwise agreed in the Agreement of Commission. The down payment obligation in Article 9.2 does not apply to recurring service arrangements.
9.4 In the event of non-payment by the due date, Principal shall be in default by operation of law, without any written notice of default being required. Supplier shall thereupon be entitled to suspend the performance of all its obligations without liability for any resulting damage, and shall be entitled to charge the statutory commercial interest rate on the outstanding amount from the invoice date until the date of full payment.
9.5 In the event of non-payment, Principal shall, in addition to the outstanding principal and interest, be liable for all reasonable extrajudicial and judicial collection costs, including costs of lawyers, bailiffs, and collection agencies.
9.6 Upon Supplier's first request, Principal shall provide adequate security for the payment of amounts due or to become due under the Agreement, in a form satisfactory to Supplier.
Article 10 — Cancellation, Delay and Termination
10.1 Principal is entitled to cancel a project-based Agreement prior to commencement of the Commission, subject to payment of compensation to Supplier consisting of: (a) all costs incurred by Supplier to that point; and (b) the value of hours worked and work performed by Supplier and any engaged third parties up to that point. Any licences or other rights granted to Principal shall terminate immediately upon cancellation.
10.2 If delivery of a project-based Commission is delayed due to circumstances attributable to Principal, including failure to deliver required information, materials, or approvals in a timely manner, Supplier shall issue a written reminder to Principal by e-mail to the designated contact address.
10.3 If a delay attributable to Principal occurs within four (4) weeks prior to the agreed start date of the Commission, Principal shall be liable for reasonable rescheduling costs incurred by Supplier, including the reallocation of reserved capacity and any irrecoverable third-party costs. Supplier shall communicate such costs to Principal in writing within a reasonable period.
10.4 If a delay attributable to Principal within four (4) weeks prior to the agreed start date results in the Commission being postponed by more than three (3) weeks, the following shall apply:
a. The Commission shall be placed on hold and a new kick-off date shall be agreed between the Parties in writing;
b. A rescheduling fee shall become payable by Principal to cover the administrative and capacity costs of restarting the Commission, as follows: for Commissions with a total agreed scope of forty (40) hours or more, fifteen percent (15%) of the total agreed Commission fee; for Commissions with a total agreed scope of fewer than forty (40) hours, a fixed fee of €800 (excluding VAT);
c. A kill fee shall additionally become payable by Principal to compensate Supplier for the loss of reserved capacity, as follows: for Commissions with a total agreed scope of forty (40) hours or more, twenty-five percent (25%) of the total agreed Commission fee; for Commissions with a total agreed scope of fewer than forty (40) hours, a fixed fee of €800 (excluding VAT); for ongoing Services billed on a monthly basis, one (1) full monthly management fee at the rate applicable at the time of postponement.
Both the rescheduling fee and the kill fee represent pre-agreed estimates of Supplier's losses and do not require Supplier to demonstrate actual damage. The two fees are cumulative and payable in addition to any costs already incurred pursuant to Article 10.1.
10.5 If the Commission is cancelled entirely by Principal after the trigger conditions in Article 10.4 have been met, the kill fee under Article 10.4(c) shall remain payable in full. The rescheduling fee under Article 10.4(b) shall not apply in the event of outright cancellation, as no new kick-off will take place.
10.6 Termination of any Agreement shall be effected by written notice by e-mail to the designated contact address of the other Party. Supplier shall issue at least one (1) written reminder before exercising any termination right under this Article, except in cases of insolvency or where immediate termination is justified by the severity of the breach.
10.7 Supplier may terminate any Agreement with immediate effect if Principal fails to remedy a material breach within fourteen (14) days of receiving written notice of such breach, or if it becomes apparent that Principal is unable or unwilling to fulfil its obligations. In such circumstances, Supplier shall not be required to refund any amounts already received, and Principal shall remain liable for all costs incurred by Supplier up to the date of termination.
10.8 Either Party may terminate any Agreement without notice or judicial intervention upon the occurrence of any of the following events with respect to the other Party: (a) a filing for suspension of payments or bankruptcy; (b) dissolution, liquidation, or cessation of business; or (c) any comparable insolvency event under applicable law. Upon termination pursuant to this Article, all amounts owed to Supplier become immediately due and payable. Supplier retains all intellectual property rights and title in any delivered or partially delivered work until Full Payment has been received, and Principal or its estate shall have no right to use, transfer, or commercialise such work until that condition is met.
10.9 Notice periods, final billing obligations, and post-termination data or access handover obligations applicable to ongoing Services are governed by the relevant Agreement of Commission.
Article 11 — Change Request Procedure
11.1 Any request by Principal for a change to the agreed scope, specifications, deliverables, or timeline of the Commission must be submitted to Supplier in writing.
11.2 Upon receipt of a change request, Supplier shall assess the impact on scope, timeline, and fees and shall communicate its assessment to Principal in writing within a reasonable period, together with a revised fee estimate if applicable.
11.3 A change request shall only take effect upon written confirmation by both Parties. Supplier shall not be obliged to commence work on any change until such written confirmation has been received.
11.4 Where Principal requests changes during an active phase of the Commission and Supplier commences work on such changes prior to written confirmation, the change request procedure shall not be deemed waived, and Supplier shall be entitled to charge for all work performed in connection with the change from the time of the request.
11.5 Minor corrections within the scope of an agreed Key Deliverable shall not constitute a change request, provided they do not affect timeline, scope, or budget. Supplier shall determine at its reasonable discretion whether a requested correction constitutes a minor correction or a change request.
Article 12 — Intellectual Property (General)
12.1 Where Principal makes works, materials, or data available to Supplier for use in the Commission, Principal warrants that it holds the necessary intellectual property rights, licences, or permissions to authorise Supplier to use such materials for the purposes of the Commission. Principal shall indemnify Supplier against all claims by third parties in connection with any infringement of intellectual property rights arising from materials provided by Principal.
12.2 Where Supplier uses AI Tools in the production of a Product or the provision of Services, ownership of the resulting output shall be determined in accordance with the terms of the applicable AI platform and applicable law. Supplier does not warrant that AI-generated content is free from third-party claims or that its ownership can be transferred without limitation. Principal is responsible for independently assessing the suitability and legal status of any AI-generated content delivered as part of the Commission.
12.3 Supplier reserves the right to use the Commission, including any works developed in connection therewith, as part of its professional portfolio and for promotional purposes in accordance with Article 19.
Article 13 — Confidentiality
13.1 Each Party shall treat as strictly confidential all information received from the other Party in connection with the Agreement that is of a confidential nature or that a reasonable person would understand to be confidential, and shall not disclose such information to any third party without the prior written consent of the disclosing Party, except as required by applicable law. Login credentials, access tokens, API keys, and advertising account credentials are deemed confidential by default.
13.2 The obligation of confidentiality does not apply to information that: (a) was already in the possession of the receiving Party prior to disclosure; (b) becomes publicly available through no fault of the receiving Party; (c) is received from a third party not subject to a confidentiality obligation towards the disclosing Party; or (d) is independently developed by the receiving Party without use of the confidential information.
13.3 The confidentiality obligation set out in this Article shall survive the termination of the Agreement for a period of two (2) years.
13.4 Supplier shall ensure that any third parties engaged pursuant to Article 5.2 are bound by confidentiality obligations at least equivalent to those in this Article.
Article 14 — Data Protection
14.1 Principal is and remains solely responsible for compliance with all applicable data protection legislation, including the GDPR, in connection with the Commission. This includes ensuring a valid legal basis for any processing of Personal Data, compliance with data subject rights, breach notification obligations, and the implementation and maintenance of a legally compliant cookie consent mechanism on all digital properties operated by Principal.
14.2 Where Supplier implements tracking technologies, analytics tools, or advertising pixels as part of the Commission, Supplier does so solely on the basis of Principal's instructions and under Principal's responsibility as data controller. Supplier is not liable for any breach of applicable data protection legislation arising from Principal's instructions, content, consent configuration, or failure to comply with its obligations as data controller.
14.3 Supplier shall handle any Personal Data it encounters in the execution of the Commission with reasonable care and shall not use such data for any purpose other than the execution of the Commission.
Article 15 — Liability
15.1 Supplier shall perform the Commission with reasonable care and professionalism, in accordance with applicable industry standards, whether in the context of development, design, hosting, maintenance, digital marketing, or any other service category.
15.2 Supplier is not liable for:
a. deviations, errors, and defects that remained unnoticed in material approved or corrected by Principal pursuant to Article 26;
b. deviations, errors, and defects where Principal has not performed the inspection referred to in Articles 25 and 26 in a timely manner, or has not issued a notification of non-conformity in the manner required thereunder;
c. deviations, errors, and defects caused by or attributable to third parties, including hosting partners and Platform providers;
d. deviations, errors, and defects resulting from incorrect, incomplete, or unlawful information, materials, data, hardware, software, or operating systems provided by Principal;
e. bugs, errors, or shortcomings in open source software, third-party plugins, or SaaS platforms incorporated in the Commission;
f. errors, defects, or deviations arising where Supplier has performed the Commission in accordance with an explicit instruction of Principal contrary to Supplier's professional advice.
15.3 In the context of ongoing digital marketing services, Supplier is furthermore not liable for:
a. campaign performance, return on ad spend (ROAS), conversion rates, revenue outcomes, or any other key performance indicator, regardless of whether a target was communicated or set as a benchmark;
b. unintended, excess, or misallocated Ad Spend arising from Platform behaviour, automated bidding systems, algorithm changes, or technical malfunctions outside Supplier's control;
c. unauthorised or automated modifications to ad copy, images, creative assets, or targeting parameters made by any Platform through AI-driven or automated optimisation features, including without limitation Advantage+ Creative and dynamic creative substitution;
d. errors or omissions in content, copy, URLs, or creative materials, including operational mistakes that may occur in the preparation or management of a high volume of advertisements, provided Supplier acts in good faith and takes reasonable corrective action upon becoming aware of the error;
e. non-functioning, broken, or incorrectly configured URLs, product detail pages, or landing pages;
f. intellectual property claims or third-party rights violations arising from content, images, copy, or brand assets provided by Principal for use in the Services;
g. loss of revenue, missed sales opportunities, business interruption, or additional costs resulting from campaign pauses, Platform outages, account restrictions, or any other event outside Supplier's direct control;
h. any claim, fine, or sanction imposed by a Platform or competent authority in connection with the content, targeting, or conduct of campaigns, to the extent attributable to Principal's instructions, content, or non-compliance with applicable laws and regulations.
15.4 Supplier is solely liable for direct damages. Direct damage is limited to: (a) reasonable costs to determine the cause and extent of the damage; (b) reasonable costs incurred to remedy Supplier's non-conforming performance; and (c) reasonable costs incurred to prevent or limit damage, to the extent Principal demonstrates that such costs led to a reduction in direct damage. Supplier is not liable for indirect damage, including lost profits, lost revenue, loss of data, reputational damage, or consequential loss of any nature.
15.5 Supplier's aggregate liability for any claim under or in connection with the Agreement is limited at all times to the amount paid out under Supplier's applicable professional liability insurance policy. If such insurance does not respond or no applicable policy exists, Supplier's liability is limited as follows:
a. for project-based development and design Commissions: the amount invoiced and paid by Principal for the specific part of the Commission directly giving rise to the claim — meaning only the deliverable, phase, or component in which the issue occurred — with an absolute maximum of fifty percent (50%) of the total value of the Commission;
b. for hosting and maintenance Services: the monthly fee paid by Principal to Supplier in the calendar month in which the event giving rise to the claim occurred, excluding any third-party costs such as hosting partner fees, tool licences, or platform subscriptions paid on behalf of Principal;
c. for ongoing digital marketing Services: the management fee paid by Principal to Supplier in the calendar month in which the event giving rise to the claim occurred, excluding any Ad Spend paid directly to third-party Platforms.
Any further liability is excluded in all cases.
15.6 Supplier shall indemnify Principal against third-party claims only to the extent that such claims arise directly and exclusively from Supplier's own wilful misconduct or gross negligence. In all other circumstances, Principal shall indemnify and hold harmless Supplier against all third-party claims, costs, fines, penalties, and damages arising from content, assets, instructions, or materials provided by Principal, including claims relating to intellectual property infringement, privacy violations, advertising policy non-compliance, or breach of applicable laws and regulations.
Article 16 — Third-Party Platforms and Services
16.1 Supplier's performance of the Commission may depend on third-party Platforms, software, and services that are operated by independent parties outside Supplier's control. Supplier is not liable for any failure, change, suspension, discontinuation, or degradation of performance of any third-party Platform or service, including without limitation advertising platforms, hosting infrastructure, CMS platforms, SaaS tools, or API providers.
16.2 Where the Commission is built upon, integrated with, or dependent upon third-party SaaS platforms, Supplier is not responsible for changes to the functionality, pricing, APIs, or availability of such platforms occurring after delivery or after the commencement of Services. Principal acknowledges and accepts the dependency on third-party platform providers and shall be responsible for any costs arising from platform changes or migration requirements.
16.3 Supplier shall disclose any material third-party dependencies in the Statement of Work. Principal accepts such dependencies as part of the agreed scope upon signing the Agreement of Commission.
Article 17 — Force Majeure
17.1 Force majeure is understood to include any failure in the fulfilment of the Agreement that cannot be attributed to either Party because it is neither their fault nor for their account under applicable law, legal act, or generally accepted practice. Force majeure includes, without limitation: failures or breakdowns of the internet or telecommunications infrastructure; power failures; natural disasters; fire; flood; pandemic or epidemic; war; terrorism; domestic disturbances; government-imposed restrictions; strikes or lockouts; failures or delays by suppliers of Supplier; outages or technical failures of third-party Platforms; changes to Platform algorithms, APIs, or advertising policies; Platform account suspensions outside Supplier's control; changes to browser privacy standards or operating system tracking restrictions; and government-imposed restrictions on digital advertising.
17.2 In the event of a force majeure situation, the performance of the affected obligations shall be suspended for the duration of the force majeure event. If the force majeure event continues for more than thirty (30) days, either Party shall be entitled to terminate the Agreement in writing without judicial intervention. In such event, services already performed shall be settled proportionally, without either Party being otherwise obliged to the other.
Article 18 — Limitation Period
18.1 Any claim by Principal against Supplier arising under or in connection with the Agreement shall expire twelve (12) months after the cause of action has arisen, unless otherwise required by mandatory applicable law.
Article 19 — Portfolio and Promotional Rights
19.1 Supplier has the right to reference Principal's name and to use the Product, campaign materials, screenshots, performance data (in anonymised form), and other work produced pursuant to the Commission for the purposes of its portfolio, website, case studies, pitches, and other promotional activities, unless Principal explicitly objects in writing prior to publication.
19.2 Where Principal objects to the use of specific materials pursuant to Article 19.1, such objection shall not affect Supplier's right to reference the existence of the engagement in general terms, unless otherwise agreed in writing.
Article 20 — Transfer of Rights
20.1 Principal is not permitted to transfer or assign any rights or obligations under the Agreement to any third party without the prior written consent of Supplier.
Article 21 — Applicable Law and Disputes
21.1 All Agreements between Principal and Supplier are governed exclusively by the laws of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
21.2 Any dispute arising from or in connection with the Agreement, including disputes regarding its existence, validity, or termination, shall be submitted exclusively to the competent court in Amsterdam, the Netherlands.
Section B — Website, Webshop, App and Development Services
The provisions in this Section apply exclusively to Commissions in which Supplier develops and delivers a Product. They apply in addition to Section A. Service scope, deliverables, timelines, compensation, and operational responsibilities are governed by the applicable Agreement of Commission and Statement of Work.
Article 22 — Applicability
22.1 This Section applies to all Commissions in which Supplier develops and delivers a Product, including websites, webshops, web applications, mobile applications, and custom software. In the event of a conflict between this Section and Section A, the provisions of this Section shall prevail with respect to the specific matter in conflict.
Article 23 — Retention of Title
23.1 All Products delivered by Supplier to Principal remain the property of Supplier until Full Payment has been received. Until such time, Principal is not permitted to encumber, transfer, or grant any third-party rights over the Product. Transport and transmission of the Product, including digital transfer by any technical means, take place for the account and risk of Principal.
Article 24 — Delivery Timelines
24.1 Any delivery timeline, deadline, or planning communicated by Supplier is indicative only and not binding, unless the Parties have explicitly agreed in writing that the timeline constitutes a firm deadline.
24.2 Supplier's commitment to any agreed firm deadline shall lapse if Principal requests changes to the scope or specifications of the Commission, fails to deliver required information or materials in a timely manner, or fails to make payments in accordance with the Agreement.
Article 25 — Acceptance and Inspection
25.1 Upon delivery of the Product, Principal shall subject it to an acceptance test to establish that the Product complies with the functional specifications set out in the Statement of Work. During the acceptance test, Supplier may assist Principal at its request, at Supplier's current hourly rates.
25.2 In the event of non-acceptance, Principal shall notify Supplier in writing within five (5) business days of the acceptance test, specifying the grounds for non-acceptance in reasonable detail. Minor defects that do not materially prevent productive use of the Product shall not constitute grounds for non-acceptance.
25.3 Following delivery, Principal is required to inspect the Product with due urgency and to notify Supplier immediately in writing of any non-conformity within fourteen (14) days of delivery. Defects that could not have been identified upon careful and timely inspection must be reported within sixty (60) days of discovery.
25.4 Supplier shall use its best efforts to remedy reported defects within a reasonable timeframe. Defects resulting from deviations from the functional specifications and discovered within four (4) weeks of delivery shall be remedied free of charge.
25.5 Compliance with the Agreement shall be deemed proper if Principal fails to perform the inspection or submit a notification within the periods specified in this Article, or if Principal has taken the Product into use, processed or modified it, or transferred it to a third party without having performed a timely inspection and issued a notification.
25.6 All legal claims of Principal against Supplier arising from defects shall lapse if: (a) defects have not been reported within the required periods; (b) Principal fails to cooperate with an inspection; (c) the Product has not been installed, used, or maintained in the prescribed manner; or (d) Principal continues to use the Product after having expressed a complaint.
Article 26 — Key Deliverables and Client Approval
26.1 Principal is required to thoroughly review all Key Deliverables presented by Supplier for any errors, defects, or deviations from agreed specifications, and to return the relevant material to Supplier, either approved or with substantiated corrections, without undue delay.
26.2 Approval of a Key Deliverable by Principal constitutes acknowledgement that Supplier has executed the preceding phase of the Commission correctly and in accordance with the Agreement. Supplier is not liable for deviations, errors, or defects that were present in a Key Deliverable that Principal approved without raising an objection.
26.3 Where Principal fails to respond to a request for approval of a Key Deliverable within ten (10) business days without providing a substantiated reason for the delay, the relevant Key Deliverable shall be deemed approved and Supplier may proceed to the next phase of the Commission.
Article 27 — Deviations
27.1 Minor deviations between the delivered Product and the original design documents, technical specifications, or visual designs shall not constitute grounds for rejection, discount, dissolution of the Agreement, or compensation of damages, provided such deviations are of minor significance or are technically unavoidable. Deviations that have no material effect or only a subordinate effect on the functional value of the Product shall be deemed deviations of minor significance.
Article 28 — Warranty
28.1 Supplier warrants that the Product shall function correctly on modern, widely-supported browsers and operating systems as current at the date of final delivery, for a period of sixty (60) days following final delivery. For the purposes of this Article, modern browsers are understood to include the two most recent stable release versions of Chrome, Safari, Firefox, and Edge, on both desktop and mobile devices running current versions of macOS, Windows, iOS, and Android. Compatibility with browsers or operating systems that do not support the technologies used in the Product, including without limitation GSAP, WordPress, and Elementor, is expressly excluded.
28.2 All other warranties, whether express or implied, are expressly excluded.
28.3 The warranty in Article 28.1 does not apply where a defect is the consequence of: (a) hardware failures, power disruptions, or environmental conditions; (b) modification of the Product by any party other than Supplier; (c) misuse, negligence, or errors by Principal or its representatives; or (d) automatic or manual updates to open source technologies, CMS platforms, third-party plugins, WordPress core, Elementor, or other software components after final delivery.
28.4 Supplier does not warrant that the Product will at all times be free of defects or that all defects can be remedied. Supplier shall use the efforts of a reasonable professional to address and resolve reported defects. Where defects cannot be resolved within the standard warranty period, the Parties shall consult in good faith regarding a solution at reasonable compensation.
Article 29 — Intellectual Property (Products)
29.1 Supplier shall transfer all intellectual property rights in the Product, including copyrights, design rights, and any other applicable property rights (collectively: "IP Rights"), to Principal upon Full Payment. Such transfer shall be formalised by means of a separate written deed of transfer executed by both Parties following Full Payment. As a condition of the transfer, Principal hereby grants Supplier a non-exclusive, irrevocable, worldwide, and perpetual licence to use the Product for portfolio and promotional purposes in accordance with Article 19.
29.2 All IP Rights in Background Technology remain vested in Supplier. Upon Full Payment, Supplier grants Principal a non-exclusive, irrevocable, worldwide, and continuous licence to use the Background Technology as incorporated in the Product. Principal shall not make any commercial use of the Background Technology outside of the Product without Supplier's prior written consent.
29.3 Supplier makes use of images, fonts, icons, and other third-party materials with copyright protection during the design phase and in test environments. Such materials may not be reproduced, used in production, or disclosed by Principal without verification that appropriate licences have been obtained. Supplier is not liable where Principal uses or discloses design concepts without obtaining the necessary rights.
29.4 Upon Principal's written request, and subject to Full Payment, Supplier shall make the source code and object code of the Product available to Principal.
Article 30 — Property, Custody and Right of Lien
30.1 Supplier shall retain custody of all goods, materials, and data entrusted by Principal with the care of a diligent custodian. Principal bears all risks relating to such materials during the period of custody and shall, if desired, arrange its own insurance for this risk.
30.2 Prior to providing any branding assets, design files, images, text, or other materials to Supplier, Principal shall retain a duplicate copy. Principal shall provide Supplier with a replacement copy upon request if any entrusted materials are lost or become unusable during custody by Supplier.
30.3 Principal grants Supplier a right of lien over all goods and materials in Supplier's custody for security of all amounts owed by Principal under or in connection with the Agreement, including principal, interest, and costs. Principal is not permitted to encumber, transfer, or grant third-party rights over any Product delivered by Supplier prior to Full Payment.
Article 31 — Open Source, Background Technology and SaaS Dependencies
31.1 Supplier may incorporate open source software, third-party libraries, frameworks, plugins, and Background Technology in the Product. The intellectual property rights in such components are owned by their respective third-party rights holders and are governed exclusively by their applicable licences. Supplier does not hold and cannot transfer intellectual property rights in any third-party component. Principal acknowledges that its right to use such components is governed solely by the terms of the applicable third-party licence, not by these General Terms and Conditions of Delivery.
31.2 Supplier is not liable for errors, bugs, security vulnerabilities, licence changes, pricing changes, or other shortcomings arising from the use of open source software, third-party plugins, libraries, or SaaS platforms incorporated in the Product or used in the provision of Services.
31.3 Where the Product is built upon, integrated with, or dependent upon third-party SaaS platforms — including without limitation Shopify, WordPress, Elementor, Klaviyo, DatoCMS, Storyblok, or similar services — Supplier is not responsible for changes to the functionality, pricing, APIs, availability, or licensing terms of such platforms occurring after delivery. Principal acknowledges and accepts the risk of dependency on third-party platform providers and shall be responsible for any costs arising from platform changes, licence renewals, or migration requirements after delivery.
31.4 Where licences for third-party tools or plugins are included as part of the Commission or a hosting package, as specified in the Statement of Work, such licences are provided for use in connection with the Product only and for the duration specified. Supplier makes no warranty regarding the ongoing availability or pricing of such licences. Where a third-party provider discontinues, modifies, or reprices a licence, Supplier reserves the right to substitute a functionally equivalent alternative, subject to notification to Principal.
Article 32 — Tracking and Analytics Implementation
32.1 Where Supplier installs or configures tracking technologies, analytics platforms, advertising pixels, or tag management systems as part of the development of a Product — including without limitation Google Analytics, Meta Pixel, Google Tag Manager, or similar tools — Supplier does so solely at the request and on the instructions of Principal.
32.2 Principal is and remains solely responsible for the lawful use of any tracking technologies installed on its digital properties, including compliance with the GDPR, the ePrivacy Directive, and all other applicable data protection and privacy legislation. Supplier's obligation is limited to the technical installation and configuration of the requested tools. Supplier does not provide legal advice regarding the use of tracking technologies and is not liable for any regulatory fines, penalties, or third-party claims arising from Principal's use of installed tracking tools.
32.3 Where a tracking platform requires Principal to hold its own account — including without limitation Meta Business Manager or Google Analytics — Principal is responsible for creating and maintaining that account. Supplier may create and configure such accounts on behalf of Principal where agreed in the Statement of Work, in which case the account remains the property of Principal and shall be transferred to Principal upon request.
Section C — Hosting and Maintenance Services
The provisions in this Section apply exclusively to Commissions in which Supplier provides hosting, infrastructure management, maintenance, or technical support services. They apply in addition to Section A. Service scope, included tools, specifications, pricing, and termination notice periods are governed by the applicable Agreement of Commission and Statement of Work.
Article 33 — Applicability
33.1 This Section applies to all engagements in which Supplier provides hosting, infrastructure management, maintenance, or technical support services. In the event of a conflict between this Section and Section A, the provisions of this Section shall prevail with respect to the specific matter in conflict.
Article 34 — Hosting Configurations
34.1 Supplier provides hosting services in one of two configurations as specified in the Statement of Work: (a) managed hosting on Supplier's own server infrastructure, operated and maintained directly by Supplier; or (b) hosting via a third-party hosting partner selected by Supplier or requested by Principal, in which case Supplier acts as an intermediary between Principal and the hosting partner. The applicable configuration, specifications, and included services are described in the Statement of Work.
34.2 Where third-party tools, licences, or services are included as part of the hosting package as specified in the Statement of Work, Supplier shall maintain and renew such tools for the duration of the Agreement. The availability of included third-party tools is subject to the continued availability and pricing of those tools by their respective providers. Supplier reserves the right to substitute an included tool with a functionally equivalent alternative where necessary, subject to notification to Principal.
Article 35 — Hosting Disclaimer
35.1 Where hosting is provided on Supplier's own infrastructure, Supplier shall use reasonable professional efforts to maintain the availability and performance of the hosting environment. Supplier does not guarantee uninterrupted availability and is not liable for downtime, performance degradation, or data loss arising from: (a) failures in upstream infrastructure, datacentre facilities, or internet backbone providers outside Supplier's direct control; (b) third-party network service disruptions including Cloudflare; (c) server hardware failures requiring replacement or migration; or (d) extraordinary traffic volumes materially exceeding the agreed hosting specifications.
35.2 Where hosting is provided via a third-party hosting partner, Supplier bears no responsibility for the hosting service itself, including without limitation: downtime; hardware failures; performance degradation; data loss; or security incidents at the hosting provider. Supplier is not liable for any damages arising from such issues. Where hosting-related issues arise, Supplier shall use reasonable efforts to mediate with the hosting partner to identify a resolution as promptly as practicable. Such mediation may incur additional costs, which shall be communicated to Principal in advance.
35.3 Backups are provided where included in the Statement of Work and are retained for the period specified therein. Backups are provided as a best-effort service and do not constitute a guarantee of full data recovery in all circumstances. Principal is responsible for maintaining its own independent backups of all critical content and data. Supplier is not liable for data loss where Principal has failed to maintain independent backups.
35.4 The scope of maintenance and support services is limited to the activities described in the Statement of Work. Supplier is not liable for service disruptions or degraded performance resulting from automatic or manual updates to WordPress core, plugins, themes, or integrated third-party services where such issues arise from conflicts introduced by the update itself rather than from Supplier's execution of the update.
Article 36 — Security Responsibilities
36.1 Where hosting is provided on Supplier's own infrastructure, Supplier shall implement and maintain security configurations appropriate to the hosting environment within the scope of the agreed maintenance services. Where hosting is provided via a third-party hosting partner, security at the infrastructure level is the responsibility of that hosting partner. In both configurations, Supplier does not warrant that the hosting environment will be immune from all security threats, vulnerabilities, or attacks.
36.2 Principal is responsible for maintaining the confidentiality of all access credentials provided to it by Supplier, including CMS login credentials, FTP or SFTP access, and any administrative passwords. Principal shall notify Supplier immediately upon becoming aware of any actual or suspected unauthorised access.
36.3 Supplier is not liable for security incidents, data breaches, or unauthorised access arising from: (a) vulnerabilities introduced by plugins, themes, or third-party software outside Supplier's maintenance scope; (b) failure by Principal or its representatives to maintain appropriate credential security; (c) actions of third-party attackers; or (d) Principal's failure to implement recommended security measures communicated by Supplier in writing.
Section D — Advertising and Marketing Services
The provisions in this Section apply exclusively to Commissions in which Supplier manages paid advertising campaigns or provides related digital marketing services. They apply in addition to Section A. Service scope, ad spend minimums, content delivery obligations, reporting formats, and termination notice periods are governed by the applicable Agreement of Commission and Statement of Work.
Article 37 — Applicability
37.1 This Section applies to all engagements in which Supplier manages paid advertising campaigns or provides related digital marketing services on behalf of Principal, including Meta Ads, Google Ads, and other paid social or search campaigns. In the event of a conflict between this Section and Section A, the provisions of this Section shall prevail with respect to the specific matter in conflict.
Article 38 — Ad Account Ownership
38.1 All advertising accounts, including Meta Business Manager accounts, Meta Ads accounts, Google Ads accounts, and associated data, pixel data, audience data, and campaign history, are and shall remain the exclusive property of Principal. Supplier acts solely as an authorised manager of such accounts on behalf of Principal.
38.2 Principal is responsible for establishing and maintaining its own advertising accounts on the relevant Platforms and for granting Supplier the necessary access permissions prior to the commencement of any campaign activity.
38.3 Upon termination of the Agreement or at Principal's written request, Supplier shall revoke its own access to all advertising accounts and shall provide Principal with such campaign data, reports, and assets as are within Supplier's possession or control. Supplier shall not be responsible for data that is no longer accessible as a result of Platform limitations or account status.
38.4 Supplier shall not transfer, reassign, or grant access to Principal's advertising accounts to any third party without the prior written consent of Principal, except where such access is required by a sub-contractor engaged pursuant to Article 5.2.
Article 39 — Platform Dependency and Policy Compliance
39.1 The Services are dependent on advertising Platforms operated by independent third parties, including Meta Platforms, Inc. and Google LLC. Supplier has no control over Platform availability, algorithm changes, advertising policy updates, feature deprecations, or account restrictions. Supplier shall not be liable for any disruption, reduction in campaign performance, or termination of campaigns resulting from Platform changes, policy enforcement, or outages.
39.2 Supplier shall notify Principal promptly upon becoming aware of any material Platform change, account restriction, or policy violation that affects the delivery of the Services, and shall use reasonable efforts to mitigate such issues within its control.
39.3 Principal is solely responsible for ensuring that its products, services, promotional claims, and advertising content comply with the advertising policies of all relevant Platforms, as well as all applicable laws and regulations. Supplier is not liable for account suspensions, restrictions, or penalties arising from Principal's non-compliance with Platform policies. In the event that a Platform suspends or restricts Principal's advertising account for reasons attributable to Principal, Supplier shall not be liable for any resulting loss of performance or Ad Spend, and the monthly management fee shall remain payable in full for the relevant billing period.
Article 40 — Performance Disclaimer
40.1 Any ROAS target, benchmark, or performance projection communicated by Supplier represents a professional standard or aspiration based on industry norms and historical data, and does not constitute a guarantee, warranty, or contractual commitment. Actual performance may vary materially from any stated benchmark depending on market conditions, seasonal factors, audience behaviour, content quality, product offering, competitive environment, and Ad Spend levels.
40.2 Supplier makes no representations or warranties, express or implied, regarding specific campaign outcomes, conversion rates, revenue generation, traffic volumes, or any other performance metric.
40.3 Paid advertising campaigns on digital Platforms typically require a learning and optimisation period before meaningful and stable performance data can be gathered. Principal acknowledges this learning period and shall not hold Supplier liable for performance outcomes during this initial phase, provided Supplier is executing the agreed scope of Services in accordance with the Agreement. The applicable learning period is specified in the Agreement of Commission.
40.4 Past performance of campaigns managed by Supplier does not constitute a guarantee of future results.
Article 41 — Tracking and Pixel Configuration
41.1 Where Supplier installs, configures, or verifies advertising pixels or conversion tracking tools as part of the Services — including without limitation the Meta Pixel, Google Ads conversion tags, or similar platform tracking — Supplier does so solely at the request and on the instructions of Principal.
41.2 Principal is solely responsible for ensuring that all tracking tools used in connection with advertising campaigns comply with applicable data protection legislation, including the GDPR and ePrivacy Directive, and with the data and privacy policies of the relevant advertising Platforms. Supplier is not liable for any fines, penalties, account restrictions, or third-party claims arising from Principal's non-compliant use of tracking technologies.
41.3 The accuracy and completeness of conversion data collected through any installed tracking tool is subject to technical limitations including ad blockers, browser privacy settings, iOS tracking restrictions, and Platform-side data modelling. Supplier does not guarantee that tracking tools will capture all events or that data reported by advertising Platforms will match data reported by independent analytics tools.
Bold Boy — Version 1.0 — 2026
Nathan Lewis, trading under the name Bold Boy
Eerste Jan van der Heijdenstraat 108-H, 1072 VB Amsterdam, the Netherlands
Chamber of Commerce: 52479536 — boldboy.nl
These General Terms and Conditions of Delivery apply to all offers, quotations, and agreements concluded between Bold Boy and any Principal. They function as the overarching legal framework for all service categories. Service-specific provisions, project scope, commercial arrangements, deliverables, and operational responsibilities are governed by the applicable Agreement of Commission and its attached Statement of Work or Product Plan. In the event of a conflict, the Agreement of Commission prevails.
Section A — General Provisions
The provisions in this Section apply to all engagements and all service categories, unless a service-specific section or the applicable Agreement of Commission provides otherwise.
Article 1 — Definitions
In these General Terms and Conditions of Delivery, the following terms have the meanings set out below:
a. Principal: the natural or legal person that, acting in the exercise of their profession or enterprise, has given a commission to Supplier for the development and delivery of a Product, the provision of Services, or both;
b. Supplier: Nathan Lewis, trading under the name Bold Boy, a sole proprietorship incorporated under the laws of the Netherlands, having its registered seat at Eerste Jan van der Heijdenstraat 108-H, 1072 VB Amsterdam, the Netherlands, registered with the Chamber of Commerce under number 52479536;
c. Agreement: the agreement of commission for the development and delivery of a Product, the provision of Services, or both, concluded between Principal and Supplier, together with these General Terms and Conditions of Delivery and all Exhibits thereto;
d. Agreement of Commission (AoC): the service-specific agreement concluded between Principal and Supplier for a particular Commission, which governs the scope, deliverables, timelines, compensation, and operational responsibilities for that Commission;
e. Statement of Work (SOW): the document or proposal issued by Supplier that defines the scope, specifications, deliverables, timelines, and fees applicable to a specific Commission, which forms an Exhibit to the Agreement of Commission. The Statement of Work may also be titled or referred to as a Product Plan (PP) or Scope of Work. Regardless of the title used, any such document issued by Supplier and accepted by Principal in accordance with Article 4 shall constitute a Statement of Work for the purposes of this Agreement;
f. Product: any website, webshop, web application, mobile application, custom software, digital design, or other discrete digital deliverable developed and delivered by Supplier to Principal in accordance with the Statement of Work;
g. Services: any recurring or ongoing digital services provided by Supplier to Principal, including without limitation digital marketing management, social media advertising, search engine advertising, campaign management, hosting, maintenance, support, tracking implementation, and analytics services;
h. Commission: the totality of activities to be performed by Supplier pursuant to the Agreement, encompassing the development and delivery of a Product, the provision of Services, or both;
i. Key Deliverable: any intermediate or final work product identified as such in the Statement of Work, requiring review and approval by Principal prior to the continuation of the Commission;
j. Ad Spend: the media budget expended directly on third-party advertising platforms, including without limitation Meta Platforms, Inc. and Google LLC, which is separate from and in addition to any management fees payable to Supplier;
k. Platform: any third-party digital platform, system, software-as-a-service, or application programming interface relied upon by Supplier in the execution of the Commission, including without limitation Meta Ads Manager, Google Ads, Shopify, WordPress, Klaviyo, DatoCMS, Storyblok, Google Analytics, and similar services;
l. Full Payment: the complete payment of all amounts owed by Principal to Supplier on the basis of, in connection with, or arising from the Agreement, including principal amounts, interest, and costs;
m. Background Technology: development tools, frameworks, libraries, routines, subroutines, programmes, data, and materials that are pre-existing or independently developed by Supplier and which may be incorporated into or used in the production of a Product;
n. Personal Data: any information relating to an identified or identifiable natural person within the meaning of the General Data Protection Regulation (EU) 2016/679 (GDPR);
o. AI Tools: artificial intelligence systems, large language models, generative image tools, code generation tools, or similar machine learning applications used by Supplier in the production of a Product or the provision of Services.
Article 2 — General Applicability
2.1 These General Terms and Conditions of Delivery apply to all offers, quotations, proposals, and agreements between Supplier and Principal, including all Commissions and all agreements consequential thereto, irrespective of the service category involved.
2.2 The Agreement of Commission and its attached Statement of Work govern the service-specific terms of each engagement. These General Terms and Conditions of Delivery provide the overarching legal framework within which each Agreement of Commission operates. In the event of a conflict between these General Terms and Conditions of Delivery and the Agreement of Commission, the Agreement of Commission shall prevail with respect to the specific matter in conflict.
2.3 Any general terms and conditions of Principal, or other general or special terms and conditions of whatever nature, including purchase conditions, are explicitly not applicable to any Agreement with Supplier and are hereby expressly rejected.
2.4 Deviations from these General Terms and Conditions of Delivery are only valid if and insofar as they have been explicitly agreed in writing between Supplier and Principal.
Article 3 — Quotations and Proposals
3.1 All quotations, proposals, budgets, ballpark estimates, advance calculations, and similar communications issued by Supplier, whether or not described as offers, are entirely non-binding and do not oblige Supplier to conclude an Agreement with Principal.
3.2 Quotations and proposals issued by Supplier are valid for a period of fourteen (14) days from the date of issue, unless a different period is stated therein. After expiry of this period, no rights may be derived from the quotation or proposal. Until the Agreement has been signed by both Parties, all elements of a quotation or proposal — including pricing, scope, timelines, planning, and availability — remain indicative and subject to change without notice. Supplier may accept other commissions during the validity period, which may affect the availability, planning, or pricing stated in the quotation or proposal. No rights may be derived from a quotation or proposal prior to the conclusion of a signed Agreement.
3.3 All designs, drawings, models, samples, descriptions, images, specifications, creative concepts, and other documents or materials forming part of or accompanying any quotation or proposal remain the exclusive property of Supplier and may not be copied, reproduced, disclosed to third parties, or used without the prior explicit written consent of Supplier. Supplier reserves all intellectual and industrial property rights therein.
3.4 Supplier may not be held to a quotation or proposal that contains a material error or omission, provided that Principal could reasonably have recognised such error or omission.
Article 4 — Conclusion of Agreement
4.1 An Agreement with Supplier is concluded only when both Parties have accepted and signed the Agreement of Commission in writing, including by means of a signature transmitted by e-mail, or when Supplier has confirmed a written instruction from Principal in writing.
4.2 The content of the Agreement is formed by the Agreement of Commission, the Statement of Work, and these General Terms and Conditions of Delivery. In the event of a conflict between these documents, the order of precedence shall be: (i) the Agreement of Commission; (ii) the Statement of Work; (iii) these General Terms and Conditions of Delivery.
4.3 Additional agreements, undertakings, or representations made by persons acting on behalf of Supplier are only binding upon Supplier if confirmed in writing by a director of Supplier duly authorised to represent it.
4.4 Where Principal instructs Supplier to commence work in advance of the signing of a formal Agreement of Commission, and Supplier commences such work, the commencement of work shall constitute acceptance by both Parties of the terms set out in the most recent proposal or quotation issued by Supplier, together with these General Terms and Conditions of Delivery.
Article 5 — Commission and Third Parties
5.1 Supplier accepts the Commission and executes it independently, in accordance with its own professional judgment, without supervision or direction of Principal as to the manner of execution. Principal may provide directions and instructions with respect to the intended outcome and functional requirements of the Commission.
5.2 Supplier is authorised to engage third parties, including sub-contractors and freelancers, in the execution of the Commission to the extent reasonably required for its sound and timely delivery. Supplier shall ensure that any third parties so engaged are bound by confidentiality obligations at least equivalent to those set out in Article 13 of these General Terms and Conditions of Delivery.
5.3 Supplier is not liable for delays, shortcomings, or damage caused by third parties engaged by Principal, or for third-party platforms and services outside Supplier's control.
Article 6 — Information Obligations
6.1 Principal shall provide Supplier in a timely manner with all information, materials, access credentials, and data required for the proper execution of the Commission. This includes, without limitation, technical specifications, brand guidelines, content, imagery, copy, URLs, account access, advertising platform credentials, tracking configurations, and any other documentation or data as reasonably requested by Supplier.
6.2 Principal warrants that all information, materials, and data provided to Supplier are accurate, complete, and lawful, and that Principal has all necessary rights to use and provide such materials for the purposes of the Commission. Principal assumes full responsibility for any errors, inaccuracies, or omissions in materials provided, and shall indemnify Supplier against all claims arising therefrom.
6.3 If information or materials necessary for the execution of the Commission are not provided, not provided in a timely manner, or not provided in accordance with the Agreement, Supplier shall have the right to suspend its obligations without liability to pay any compensation to Principal. Any additional costs resulting from such delay or failure shall be borne by Principal.
6.4 Principal bears the risk of misunderstandings arising from instructions or communications made verbally or by informal means, including telephone, messaging applications, or verbal meetings, unless such instructions are confirmed in writing by Supplier.
Article 7 — Pricing and Pass-Through Costs
7.1 All prices stated by Supplier are exclusive of value added tax (VAT) and other government-imposed levies, unless expressly stated otherwise in writing.
7.2 Prices stated in a quotation or Statement of Work apply exclusively to the scope of work as defined therein. Supplier is under no obligation to deliver any part of the Commission at a proportional rate derived from the total price, unless explicitly agreed otherwise in writing.
7.3 Where a price has been communicated as an estimate only, or where the agreed price is subject to change under these General Terms and Conditions of Delivery, the final price shall be established at an amount considered reasonable in the relevant industry.
7.4 Ad Spend, platform fees, third-party licensing costs, hosting costs, and other pass-through costs are not included in Supplier's fees unless explicitly stated in the Statement of Work. Such costs shall be paid directly by Principal or reimbursed to Supplier as agreed in the Statement of Work.
Article 8 — Price Changes and Scope Adjustments
8.1 Supplier is entitled to increase the agreed price where one or more of the following circumstances arise after the date on which the Agreement was concluded:
a. an increase in tooling costs, licensing costs, platform fees, third-party service costs, or currency fluctuations that materially affect the cost of delivery;
b. improper, incomplete, or inaccurate delivery of information, materials, or data by Principal, requiring Supplier to perform additional work or incur additional costs beyond what was reasonably foreseeable at the time of conclusion of the Agreement;
c. any change introduced by Principal to the scope, specifications, or requirements as originally agreed in the Statement of Work.
8.2 All scope changes must be submitted by Principal in writing and shall be subject to the change request procedure set out in Article 11. Any additional fees resulting from scope changes shall be communicated to Principal in writing before the relevant additional work is commenced, except in circumstances where delay would cause disproportionate harm to the Commission.
Article 9 — Payment Terms
9.1 Unless otherwise agreed in writing in the Agreement of Commission, Principal shall pay all invoices within thirty (30) days of the invoice date, without any right to set-off, discount, or suspension.
9.2 For project-based Commissions, invoicing shall follow the payment schedule set out in the Agreement of Commission. In the absence of an agreed payment schedule, Supplier shall issue a down payment invoice of fifty percent (50%) of the total agreed fee prior to commencement, with the remainder invoiced upon delivery.
9.3 For ongoing Services billed on a recurring basis, Supplier shall invoice at the beginning of each calendar month, or as otherwise agreed in the Agreement of Commission. The down payment obligation in Article 9.2 does not apply to recurring service arrangements.
9.4 In the event of non-payment by the due date, Principal shall be in default by operation of law, without any written notice of default being required. Supplier shall thereupon be entitled to suspend the performance of all its obligations without liability for any resulting damage, and shall be entitled to charge the statutory commercial interest rate on the outstanding amount from the invoice date until the date of full payment.
9.5 In the event of non-payment, Principal shall, in addition to the outstanding principal and interest, be liable for all reasonable extrajudicial and judicial collection costs, including costs of lawyers, bailiffs, and collection agencies.
9.6 Upon Supplier's first request, Principal shall provide adequate security for the payment of amounts due or to become due under the Agreement, in a form satisfactory to Supplier.
Article 10 — Cancellation, Delay and Termination
10.1 Principal is entitled to cancel a project-based Agreement prior to commencement of the Commission, subject to payment of compensation to Supplier consisting of: (a) all costs incurred by Supplier to that point; and (b) the value of hours worked and work performed by Supplier and any engaged third parties up to that point. Any licences or other rights granted to Principal shall terminate immediately upon cancellation.
10.2 If delivery of a project-based Commission is delayed due to circumstances attributable to Principal, including failure to deliver required information, materials, or approvals in a timely manner, Supplier shall issue a written reminder to Principal by e-mail to the designated contact address.
10.3 If a delay attributable to Principal occurs within four (4) weeks prior to the agreed start date of the Commission, Principal shall be liable for reasonable rescheduling costs incurred by Supplier, including the reallocation of reserved capacity and any irrecoverable third-party costs. Supplier shall communicate such costs to Principal in writing within a reasonable period.
10.4 If a delay attributable to Principal within four (4) weeks prior to the agreed start date results in the Commission being postponed by more than three (3) weeks, the following shall apply:
a. The Commission shall be placed on hold and a new kick-off date shall be agreed between the Parties in writing;
b. A rescheduling fee shall become payable by Principal to cover the administrative and capacity costs of restarting the Commission, as follows: for Commissions with a total agreed scope of forty (40) hours or more, fifteen percent (15%) of the total agreed Commission fee; for Commissions with a total agreed scope of fewer than forty (40) hours, a fixed fee of €800 (excluding VAT);
c. A kill fee shall additionally become payable by Principal to compensate Supplier for the loss of reserved capacity, as follows: for Commissions with a total agreed scope of forty (40) hours or more, twenty-five percent (25%) of the total agreed Commission fee; for Commissions with a total agreed scope of fewer than forty (40) hours, a fixed fee of €800 (excluding VAT); for ongoing Services billed on a monthly basis, one (1) full monthly management fee at the rate applicable at the time of postponement.
Both the rescheduling fee and the kill fee represent pre-agreed estimates of Supplier's losses and do not require Supplier to demonstrate actual damage. The two fees are cumulative and payable in addition to any costs already incurred pursuant to Article 10.1.
10.5 If the Commission is cancelled entirely by Principal after the trigger conditions in Article 10.4 have been met, the kill fee under Article 10.4(c) shall remain payable in full. The rescheduling fee under Article 10.4(b) shall not apply in the event of outright cancellation, as no new kick-off will take place.
10.6 Termination of any Agreement shall be effected by written notice by e-mail to the designated contact address of the other Party. Supplier shall issue at least one (1) written reminder before exercising any termination right under this Article, except in cases of insolvency or where immediate termination is justified by the severity of the breach.
10.7 Supplier may terminate any Agreement with immediate effect if Principal fails to remedy a material breach within fourteen (14) days of receiving written notice of such breach, or if it becomes apparent that Principal is unable or unwilling to fulfil its obligations. In such circumstances, Supplier shall not be required to refund any amounts already received, and Principal shall remain liable for all costs incurred by Supplier up to the date of termination.
10.8 Either Party may terminate any Agreement without notice or judicial intervention upon the occurrence of any of the following events with respect to the other Party: (a) a filing for suspension of payments or bankruptcy; (b) dissolution, liquidation, or cessation of business; or (c) any comparable insolvency event under applicable law. Upon termination pursuant to this Article, all amounts owed to Supplier become immediately due and payable. Supplier retains all intellectual property rights and title in any delivered or partially delivered work until Full Payment has been received, and Principal or its estate shall have no right to use, transfer, or commercialise such work until that condition is met.
10.9 Notice periods, final billing obligations, and post-termination data or access handover obligations applicable to ongoing Services are governed by the relevant Agreement of Commission.
Article 11 — Change Request Procedure
11.1 Any request by Principal for a change to the agreed scope, specifications, deliverables, or timeline of the Commission must be submitted to Supplier in writing.
11.2 Upon receipt of a change request, Supplier shall assess the impact on scope, timeline, and fees and shall communicate its assessment to Principal in writing within a reasonable period, together with a revised fee estimate if applicable.
11.3 A change request shall only take effect upon written confirmation by both Parties. Supplier shall not be obliged to commence work on any change until such written confirmation has been received.
11.4 Where Principal requests changes during an active phase of the Commission and Supplier commences work on such changes prior to written confirmation, the change request procedure shall not be deemed waived, and Supplier shall be entitled to charge for all work performed in connection with the change from the time of the request.
11.5 Minor corrections within the scope of an agreed Key Deliverable shall not constitute a change request, provided they do not affect timeline, scope, or budget. Supplier shall determine at its reasonable discretion whether a requested correction constitutes a minor correction or a change request.
Article 12 — Intellectual Property (General)
12.1 Where Principal makes works, materials, or data available to Supplier for use in the Commission, Principal warrants that it holds the necessary intellectual property rights, licences, or permissions to authorise Supplier to use such materials for the purposes of the Commission. Principal shall indemnify Supplier against all claims by third parties in connection with any infringement of intellectual property rights arising from materials provided by Principal.
12.2 Where Supplier uses AI Tools in the production of a Product or the provision of Services, ownership of the resulting output shall be determined in accordance with the terms of the applicable AI platform and applicable law. Supplier does not warrant that AI-generated content is free from third-party claims or that its ownership can be transferred without limitation. Principal is responsible for independently assessing the suitability and legal status of any AI-generated content delivered as part of the Commission.
12.3 Supplier reserves the right to use the Commission, including any works developed in connection therewith, as part of its professional portfolio and for promotional purposes in accordance with Article 19.
Article 13 — Confidentiality
13.1 Each Party shall treat as strictly confidential all information received from the other Party in connection with the Agreement that is of a confidential nature or that a reasonable person would understand to be confidential, and shall not disclose such information to any third party without the prior written consent of the disclosing Party, except as required by applicable law. Login credentials, access tokens, API keys, and advertising account credentials are deemed confidential by default.
13.2 The obligation of confidentiality does not apply to information that: (a) was already in the possession of the receiving Party prior to disclosure; (b) becomes publicly available through no fault of the receiving Party; (c) is received from a third party not subject to a confidentiality obligation towards the disclosing Party; or (d) is independently developed by the receiving Party without use of the confidential information.
13.3 The confidentiality obligation set out in this Article shall survive the termination of the Agreement for a period of two (2) years.
13.4 Supplier shall ensure that any third parties engaged pursuant to Article 5.2 are bound by confidentiality obligations at least equivalent to those in this Article.
Article 14 — Data Protection
14.1 Principal is and remains solely responsible for compliance with all applicable data protection legislation, including the GDPR, in connection with the Commission. This includes ensuring a valid legal basis for any processing of Personal Data, compliance with data subject rights, breach notification obligations, and the implementation and maintenance of a legally compliant cookie consent mechanism on all digital properties operated by Principal.
14.2 Where Supplier implements tracking technologies, analytics tools, or advertising pixels as part of the Commission, Supplier does so solely on the basis of Principal's instructions and under Principal's responsibility as data controller. Supplier is not liable for any breach of applicable data protection legislation arising from Principal's instructions, content, consent configuration, or failure to comply with its obligations as data controller.
14.3 Supplier shall handle any Personal Data it encounters in the execution of the Commission with reasonable care and shall not use such data for any purpose other than the execution of the Commission.
Article 15 — Liability
15.1 Supplier shall perform the Commission with reasonable care and professionalism, in accordance with applicable industry standards, whether in the context of development, design, hosting, maintenance, digital marketing, or any other service category.
15.2 Supplier is not liable for:
a. deviations, errors, and defects that remained unnoticed in material approved or corrected by Principal pursuant to Article 26;
b. deviations, errors, and defects where Principal has not performed the inspection referred to in Articles 25 and 26 in a timely manner, or has not issued a notification of non-conformity in the manner required thereunder;
c. deviations, errors, and defects caused by or attributable to third parties, including hosting partners and Platform providers;
d. deviations, errors, and defects resulting from incorrect, incomplete, or unlawful information, materials, data, hardware, software, or operating systems provided by Principal;
e. bugs, errors, or shortcomings in open source software, third-party plugins, or SaaS platforms incorporated in the Commission;
f. errors, defects, or deviations arising where Supplier has performed the Commission in accordance with an explicit instruction of Principal contrary to Supplier's professional advice.
15.3 In the context of ongoing digital marketing services, Supplier is furthermore not liable for:
a. campaign performance, return on ad spend (ROAS), conversion rates, revenue outcomes, or any other key performance indicator, regardless of whether a target was communicated or set as a benchmark;
b. unintended, excess, or misallocated Ad Spend arising from Platform behaviour, automated bidding systems, algorithm changes, or technical malfunctions outside Supplier's control;
c. unauthorised or automated modifications to ad copy, images, creative assets, or targeting parameters made by any Platform through AI-driven or automated optimisation features, including without limitation Advantage+ Creative and dynamic creative substitution;
d. errors or omissions in content, copy, URLs, or creative materials, including operational mistakes that may occur in the preparation or management of a high volume of advertisements, provided Supplier acts in good faith and takes reasonable corrective action upon becoming aware of the error;
e. non-functioning, broken, or incorrectly configured URLs, product detail pages, or landing pages;
f. intellectual property claims or third-party rights violations arising from content, images, copy, or brand assets provided by Principal for use in the Services;
g. loss of revenue, missed sales opportunities, business interruption, or additional costs resulting from campaign pauses, Platform outages, account restrictions, or any other event outside Supplier's direct control;
h. any claim, fine, or sanction imposed by a Platform or competent authority in connection with the content, targeting, or conduct of campaigns, to the extent attributable to Principal's instructions, content, or non-compliance with applicable laws and regulations.
15.4 Supplier is solely liable for direct damages. Direct damage is limited to: (a) reasonable costs to determine the cause and extent of the damage; (b) reasonable costs incurred to remedy Supplier's non-conforming performance; and (c) reasonable costs incurred to prevent or limit damage, to the extent Principal demonstrates that such costs led to a reduction in direct damage. Supplier is not liable for indirect damage, including lost profits, lost revenue, loss of data, reputational damage, or consequential loss of any nature.
15.5 Supplier's aggregate liability for any claim under or in connection with the Agreement is limited at all times to the amount paid out under Supplier's applicable professional liability insurance policy. If such insurance does not respond or no applicable policy exists, Supplier's liability is limited as follows:
a. for project-based development and design Commissions: the amount invoiced and paid by Principal for the specific part of the Commission directly giving rise to the claim — meaning only the deliverable, phase, or component in which the issue occurred — with an absolute maximum of fifty percent (50%) of the total value of the Commission;
b. for hosting and maintenance Services: the monthly fee paid by Principal to Supplier in the calendar month in which the event giving rise to the claim occurred, excluding any third-party costs such as hosting partner fees, tool licences, or platform subscriptions paid on behalf of Principal;
c. for ongoing digital marketing Services: the management fee paid by Principal to Supplier in the calendar month in which the event giving rise to the claim occurred, excluding any Ad Spend paid directly to third-party Platforms.
Any further liability is excluded in all cases.
15.6 Supplier shall indemnify Principal against third-party claims only to the extent that such claims arise directly and exclusively from Supplier's own wilful misconduct or gross negligence. In all other circumstances, Principal shall indemnify and hold harmless Supplier against all third-party claims, costs, fines, penalties, and damages arising from content, assets, instructions, or materials provided by Principal, including claims relating to intellectual property infringement, privacy violations, advertising policy non-compliance, or breach of applicable laws and regulations.
Article 16 — Third-Party Platforms and Services
16.1 Supplier's performance of the Commission may depend on third-party Platforms, software, and services that are operated by independent parties outside Supplier's control. Supplier is not liable for any failure, change, suspension, discontinuation, or degradation of performance of any third-party Platform or service, including without limitation advertising platforms, hosting infrastructure, CMS platforms, SaaS tools, or API providers.
16.2 Where the Commission is built upon, integrated with, or dependent upon third-party SaaS platforms, Supplier is not responsible for changes to the functionality, pricing, APIs, or availability of such platforms occurring after delivery or after the commencement of Services. Principal acknowledges and accepts the dependency on third-party platform providers and shall be responsible for any costs arising from platform changes or migration requirements.
16.3 Supplier shall disclose any material third-party dependencies in the Statement of Work. Principal accepts such dependencies as part of the agreed scope upon signing the Agreement of Commission.
Article 17 — Force Majeure
17.1 Force majeure is understood to include any failure in the fulfilment of the Agreement that cannot be attributed to either Party because it is neither their fault nor for their account under applicable law, legal act, or generally accepted practice. Force majeure includes, without limitation: failures or breakdowns of the internet or telecommunications infrastructure; power failures; natural disasters; fire; flood; pandemic or epidemic; war; terrorism; domestic disturbances; government-imposed restrictions; strikes or lockouts; failures or delays by suppliers of Supplier; outages or technical failures of third-party Platforms; changes to Platform algorithms, APIs, or advertising policies; Platform account suspensions outside Supplier's control; changes to browser privacy standards or operating system tracking restrictions; and government-imposed restrictions on digital advertising.
17.2 In the event of a force majeure situation, the performance of the affected obligations shall be suspended for the duration of the force majeure event. If the force majeure event continues for more than thirty (30) days, either Party shall be entitled to terminate the Agreement in writing without judicial intervention. In such event, services already performed shall be settled proportionally, without either Party being otherwise obliged to the other.
Article 18 — Limitation Period
18.1 Any claim by Principal against Supplier arising under or in connection with the Agreement shall expire twelve (12) months after the cause of action has arisen, unless otherwise required by mandatory applicable law.
Article 19 — Portfolio and Promotional Rights
19.1 Supplier has the right to reference Principal's name and to use the Product, campaign materials, screenshots, performance data (in anonymised form), and other work produced pursuant to the Commission for the purposes of its portfolio, website, case studies, pitches, and other promotional activities, unless Principal explicitly objects in writing prior to publication.
19.2 Where Principal objects to the use of specific materials pursuant to Article 19.1, such objection shall not affect Supplier's right to reference the existence of the engagement in general terms, unless otherwise agreed in writing.
Article 20 — Transfer of Rights
20.1 Principal is not permitted to transfer or assign any rights or obligations under the Agreement to any third party without the prior written consent of Supplier.
Article 21 — Applicable Law and Disputes
21.1 All Agreements between Principal and Supplier are governed exclusively by the laws of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
21.2 Any dispute arising from or in connection with the Agreement, including disputes regarding its existence, validity, or termination, shall be submitted exclusively to the competent court in Amsterdam, the Netherlands.
Section B — Website, Webshop, App and Development Services
The provisions in this Section apply exclusively to Commissions in which Supplier develops and delivers a Product. They apply in addition to Section A. Service scope, deliverables, timelines, compensation, and operational responsibilities are governed by the applicable Agreement of Commission and Statement of Work.
Article 22 — Applicability
22.1 This Section applies to all Commissions in which Supplier develops and delivers a Product, including websites, webshops, web applications, mobile applications, and custom software. In the event of a conflict between this Section and Section A, the provisions of this Section shall prevail with respect to the specific matter in conflict.
Article 23 — Retention of Title
23.1 All Products delivered by Supplier to Principal remain the property of Supplier until Full Payment has been received. Until such time, Principal is not permitted to encumber, transfer, or grant any third-party rights over the Product. Transport and transmission of the Product, including digital transfer by any technical means, take place for the account and risk of Principal.
Article 24 — Delivery Timelines
24.1 Any delivery timeline, deadline, or planning communicated by Supplier is indicative only and not binding, unless the Parties have explicitly agreed in writing that the timeline constitutes a firm deadline.
24.2 Supplier's commitment to any agreed firm deadline shall lapse if Principal requests changes to the scope or specifications of the Commission, fails to deliver required information or materials in a timely manner, or fails to make payments in accordance with the Agreement.
Article 25 — Acceptance and Inspection
25.1 Upon delivery of the Product, Principal shall subject it to an acceptance test to establish that the Product complies with the functional specifications set out in the Statement of Work. During the acceptance test, Supplier may assist Principal at its request, at Supplier's current hourly rates.
25.2 In the event of non-acceptance, Principal shall notify Supplier in writing within five (5) business days of the acceptance test, specifying the grounds for non-acceptance in reasonable detail. Minor defects that do not materially prevent productive use of the Product shall not constitute grounds for non-acceptance.
25.3 Following delivery, Principal is required to inspect the Product with due urgency and to notify Supplier immediately in writing of any non-conformity within fourteen (14) days of delivery. Defects that could not have been identified upon careful and timely inspection must be reported within sixty (60) days of discovery.
25.4 Supplier shall use its best efforts to remedy reported defects within a reasonable timeframe. Defects resulting from deviations from the functional specifications and discovered within four (4) weeks of delivery shall be remedied free of charge.
25.5 Compliance with the Agreement shall be deemed proper if Principal fails to perform the inspection or submit a notification within the periods specified in this Article, or if Principal has taken the Product into use, processed or modified it, or transferred it to a third party without having performed a timely inspection and issued a notification.
25.6 All legal claims of Principal against Supplier arising from defects shall lapse if: (a) defects have not been reported within the required periods; (b) Principal fails to cooperate with an inspection; (c) the Product has not been installed, used, or maintained in the prescribed manner; or (d) Principal continues to use the Product after having expressed a complaint.
Article 26 — Key Deliverables and Client Approval
26.1 Principal is required to thoroughly review all Key Deliverables presented by Supplier for any errors, defects, or deviations from agreed specifications, and to return the relevant material to Supplier, either approved or with substantiated corrections, without undue delay.
26.2 Approval of a Key Deliverable by Principal constitutes acknowledgement that Supplier has executed the preceding phase of the Commission correctly and in accordance with the Agreement. Supplier is not liable for deviations, errors, or defects that were present in a Key Deliverable that Principal approved without raising an objection.
26.3 Where Principal fails to respond to a request for approval of a Key Deliverable within ten (10) business days without providing a substantiated reason for the delay, the relevant Key Deliverable shall be deemed approved and Supplier may proceed to the next phase of the Commission.
Article 27 — Deviations
27.1 Minor deviations between the delivered Product and the original design documents, technical specifications, or visual designs shall not constitute grounds for rejection, discount, dissolution of the Agreement, or compensation of damages, provided such deviations are of minor significance or are technically unavoidable. Deviations that have no material effect or only a subordinate effect on the functional value of the Product shall be deemed deviations of minor significance.
Article 28 — Warranty
28.1 Supplier warrants that the Product shall function correctly on modern, widely-supported browsers and operating systems as current at the date of final delivery, for a period of sixty (60) days following final delivery. For the purposes of this Article, modern browsers are understood to include the two most recent stable release versions of Chrome, Safari, Firefox, and Edge, on both desktop and mobile devices running current versions of macOS, Windows, iOS, and Android. Compatibility with browsers or operating systems that do not support the technologies used in the Product, including without limitation GSAP, WordPress, and Elementor, is expressly excluded.
28.2 All other warranties, whether express or implied, are expressly excluded.
28.3 The warranty in Article 28.1 does not apply where a defect is the consequence of: (a) hardware failures, power disruptions, or environmental conditions; (b) modification of the Product by any party other than Supplier; (c) misuse, negligence, or errors by Principal or its representatives; or (d) automatic or manual updates to open source technologies, CMS platforms, third-party plugins, WordPress core, Elementor, or other software components after final delivery.
28.4 Supplier does not warrant that the Product will at all times be free of defects or that all defects can be remedied. Supplier shall use the efforts of a reasonable professional to address and resolve reported defects. Where defects cannot be resolved within the standard warranty period, the Parties shall consult in good faith regarding a solution at reasonable compensation.
Article 29 — Intellectual Property (Products)
29.1 Supplier shall transfer all intellectual property rights in the Product, including copyrights, design rights, and any other applicable property rights (collectively: "IP Rights"), to Principal upon Full Payment. Such transfer shall be formalised by means of a separate written deed of transfer executed by both Parties following Full Payment. As a condition of the transfer, Principal hereby grants Supplier a non-exclusive, irrevocable, worldwide, and perpetual licence to use the Product for portfolio and promotional purposes in accordance with Article 19.
29.2 All IP Rights in Background Technology remain vested in Supplier. Upon Full Payment, Supplier grants Principal a non-exclusive, irrevocable, worldwide, and continuous licence to use the Background Technology as incorporated in the Product. Principal shall not make any commercial use of the Background Technology outside of the Product without Supplier's prior written consent.
29.3 Supplier makes use of images, fonts, icons, and other third-party materials with copyright protection during the design phase and in test environments. Such materials may not be reproduced, used in production, or disclosed by Principal without verification that appropriate licences have been obtained. Supplier is not liable where Principal uses or discloses design concepts without obtaining the necessary rights.
29.4 Upon Principal's written request, and subject to Full Payment, Supplier shall make the source code and object code of the Product available to Principal.
Article 30 — Property, Custody and Right of Lien
30.1 Supplier shall retain custody of all goods, materials, and data entrusted by Principal with the care of a diligent custodian. Principal bears all risks relating to such materials during the period of custody and shall, if desired, arrange its own insurance for this risk.
30.2 Prior to providing any branding assets, design files, images, text, or other materials to Supplier, Principal shall retain a duplicate copy. Principal shall provide Supplier with a replacement copy upon request if any entrusted materials are lost or become unusable during custody by Supplier.
30.3 Principal grants Supplier a right of lien over all goods and materials in Supplier's custody for security of all amounts owed by Principal under or in connection with the Agreement, including principal, interest, and costs. Principal is not permitted to encumber, transfer, or grant third-party rights over any Product delivered by Supplier prior to Full Payment.
Article 31 — Open Source, Background Technology and SaaS Dependencies
31.1 Supplier may incorporate open source software, third-party libraries, frameworks, plugins, and Background Technology in the Product. The intellectual property rights in such components are owned by their respective third-party rights holders and are governed exclusively by their applicable licences. Supplier does not hold and cannot transfer intellectual property rights in any third-party component. Principal acknowledges that its right to use such components is governed solely by the terms of the applicable third-party licence, not by these General Terms and Conditions of Delivery.
31.2 Supplier is not liable for errors, bugs, security vulnerabilities, licence changes, pricing changes, or other shortcomings arising from the use of open source software, third-party plugins, libraries, or SaaS platforms incorporated in the Product or used in the provision of Services.
31.3 Where the Product is built upon, integrated with, or dependent upon third-party SaaS platforms — including without limitation Shopify, WordPress, Elementor, Klaviyo, DatoCMS, Storyblok, or similar services — Supplier is not responsible for changes to the functionality, pricing, APIs, availability, or licensing terms of such platforms occurring after delivery. Principal acknowledges and accepts the risk of dependency on third-party platform providers and shall be responsible for any costs arising from platform changes, licence renewals, or migration requirements after delivery.
31.4 Where licences for third-party tools or plugins are included as part of the Commission or a hosting package, as specified in the Statement of Work, such licences are provided for use in connection with the Product only and for the duration specified. Supplier makes no warranty regarding the ongoing availability or pricing of such licences. Where a third-party provider discontinues, modifies, or reprices a licence, Supplier reserves the right to substitute a functionally equivalent alternative, subject to notification to Principal.
Article 32 — Tracking and Analytics Implementation
32.1 Where Supplier installs or configures tracking technologies, analytics platforms, advertising pixels, or tag management systems as part of the development of a Product — including without limitation Google Analytics, Meta Pixel, Google Tag Manager, or similar tools — Supplier does so solely at the request and on the instructions of Principal.
32.2 Principal is and remains solely responsible for the lawful use of any tracking technologies installed on its digital properties, including compliance with the GDPR, the ePrivacy Directive, and all other applicable data protection and privacy legislation. Supplier's obligation is limited to the technical installation and configuration of the requested tools. Supplier does not provide legal advice regarding the use of tracking technologies and is not liable for any regulatory fines, penalties, or third-party claims arising from Principal's use of installed tracking tools.
32.3 Where a tracking platform requires Principal to hold its own account — including without limitation Meta Business Manager or Google Analytics — Principal is responsible for creating and maintaining that account. Supplier may create and configure such accounts on behalf of Principal where agreed in the Statement of Work, in which case the account remains the property of Principal and shall be transferred to Principal upon request.
Section C — Hosting and Maintenance Services
The provisions in this Section apply exclusively to Commissions in which Supplier provides hosting, infrastructure management, maintenance, or technical support services. They apply in addition to Section A. Service scope, included tools, specifications, pricing, and termination notice periods are governed by the applicable Agreement of Commission and Statement of Work.
Article 33 — Applicability
33.1 This Section applies to all engagements in which Supplier provides hosting, infrastructure management, maintenance, or technical support services. In the event of a conflict between this Section and Section A, the provisions of this Section shall prevail with respect to the specific matter in conflict.
Article 34 — Hosting Configurations
34.1 Supplier provides hosting services in one of two configurations as specified in the Statement of Work: (a) managed hosting on Supplier's own server infrastructure, operated and maintained directly by Supplier; or (b) hosting via a third-party hosting partner selected by Supplier or requested by Principal, in which case Supplier acts as an intermediary between Principal and the hosting partner. The applicable configuration, specifications, and included services are described in the Statement of Work.
34.2 Where third-party tools, licences, or services are included as part of the hosting package as specified in the Statement of Work, Supplier shall maintain and renew such tools for the duration of the Agreement. The availability of included third-party tools is subject to the continued availability and pricing of those tools by their respective providers. Supplier reserves the right to substitute an included tool with a functionally equivalent alternative where necessary, subject to notification to Principal.
Article 35 — Hosting Disclaimer
35.1 Where hosting is provided on Supplier's own infrastructure, Supplier shall use reasonable professional efforts to maintain the availability and performance of the hosting environment. Supplier does not guarantee uninterrupted availability and is not liable for downtime, performance degradation, or data loss arising from: (a) failures in upstream infrastructure, datacentre facilities, or internet backbone providers outside Supplier's direct control; (b) third-party network service disruptions including Cloudflare; (c) server hardware failures requiring replacement or migration; or (d) extraordinary traffic volumes materially exceeding the agreed hosting specifications.
35.2 Where hosting is provided via a third-party hosting partner, Supplier bears no responsibility for the hosting service itself, including without limitation: downtime; hardware failures; performance degradation; data loss; or security incidents at the hosting provider. Supplier is not liable for any damages arising from such issues. Where hosting-related issues arise, Supplier shall use reasonable efforts to mediate with the hosting partner to identify a resolution as promptly as practicable. Such mediation may incur additional costs, which shall be communicated to Principal in advance.
35.3 Backups are provided where included in the Statement of Work and are retained for the period specified therein. Backups are provided as a best-effort service and do not constitute a guarantee of full data recovery in all circumstances. Principal is responsible for maintaining its own independent backups of all critical content and data. Supplier is not liable for data loss where Principal has failed to maintain independent backups.
35.4 The scope of maintenance and support services is limited to the activities described in the Statement of Work. Supplier is not liable for service disruptions or degraded performance resulting from automatic or manual updates to WordPress core, plugins, themes, or integrated third-party services where such issues arise from conflicts introduced by the update itself rather than from Supplier's execution of the update.
Article 36 — Security Responsibilities
36.1 Where hosting is provided on Supplier's own infrastructure, Supplier shall implement and maintain security configurations appropriate to the hosting environment within the scope of the agreed maintenance services. Where hosting is provided via a third-party hosting partner, security at the infrastructure level is the responsibility of that hosting partner. In both configurations, Supplier does not warrant that the hosting environment will be immune from all security threats, vulnerabilities, or attacks.
36.2 Principal is responsible for maintaining the confidentiality of all access credentials provided to it by Supplier, including CMS login credentials, FTP or SFTP access, and any administrative passwords. Principal shall notify Supplier immediately upon becoming aware of any actual or suspected unauthorised access.
36.3 Supplier is not liable for security incidents, data breaches, or unauthorised access arising from: (a) vulnerabilities introduced by plugins, themes, or third-party software outside Supplier's maintenance scope; (b) failure by Principal or its representatives to maintain appropriate credential security; (c) actions of third-party attackers; or (d) Principal's failure to implement recommended security measures communicated by Supplier in writing.
Section D — Advertising and Marketing Services
The provisions in this Section apply exclusively to Commissions in which Supplier manages paid advertising campaigns or provides related digital marketing services. They apply in addition to Section A. Service scope, ad spend minimums, content delivery obligations, reporting formats, and termination notice periods are governed by the applicable Agreement of Commission and Statement of Work.
Article 37 — Applicability
37.1 This Section applies to all engagements in which Supplier manages paid advertising campaigns or provides related digital marketing services on behalf of Principal, including Meta Ads, Google Ads, and other paid social or search campaigns. In the event of a conflict between this Section and Section A, the provisions of this Section shall prevail with respect to the specific matter in conflict.
Article 38 — Ad Account Ownership
38.1 All advertising accounts, including Meta Business Manager accounts, Meta Ads accounts, Google Ads accounts, and associated data, pixel data, audience data, and campaign history, are and shall remain the exclusive property of Principal. Supplier acts solely as an authorised manager of such accounts on behalf of Principal.
38.2 Principal is responsible for establishing and maintaining its own advertising accounts on the relevant Platforms and for granting Supplier the necessary access permissions prior to the commencement of any campaign activity.
38.3 Upon termination of the Agreement or at Principal's written request, Supplier shall revoke its own access to all advertising accounts and shall provide Principal with such campaign data, reports, and assets as are within Supplier's possession or control. Supplier shall not be responsible for data that is no longer accessible as a result of Platform limitations or account status.
38.4 Supplier shall not transfer, reassign, or grant access to Principal's advertising accounts to any third party without the prior written consent of Principal, except where such access is required by a sub-contractor engaged pursuant to Article 5.2.
Article 39 — Platform Dependency and Policy Compliance
39.1 The Services are dependent on advertising Platforms operated by independent third parties, including Meta Platforms, Inc. and Google LLC. Supplier has no control over Platform availability, algorithm changes, advertising policy updates, feature deprecations, or account restrictions. Supplier shall not be liable for any disruption, reduction in campaign performance, or termination of campaigns resulting from Platform changes, policy enforcement, or outages.
39.2 Supplier shall notify Principal promptly upon becoming aware of any material Platform change, account restriction, or policy violation that affects the delivery of the Services, and shall use reasonable efforts to mitigate such issues within its control.
39.3 Principal is solely responsible for ensuring that its products, services, promotional claims, and advertising content comply with the advertising policies of all relevant Platforms, as well as all applicable laws and regulations. Supplier is not liable for account suspensions, restrictions, or penalties arising from Principal's non-compliance with Platform policies. In the event that a Platform suspends or restricts Principal's advertising account for reasons attributable to Principal, Supplier shall not be liable for any resulting loss of performance or Ad Spend, and the monthly management fee shall remain payable in full for the relevant billing period.
Article 40 — Performance Disclaimer
40.1 Any ROAS target, benchmark, or performance projection communicated by Supplier represents a professional standard or aspiration based on industry norms and historical data, and does not constitute a guarantee, warranty, or contractual commitment. Actual performance may vary materially from any stated benchmark depending on market conditions, seasonal factors, audience behaviour, content quality, product offering, competitive environment, and Ad Spend levels.
40.2 Supplier makes no representations or warranties, express or implied, regarding specific campaign outcomes, conversion rates, revenue generation, traffic volumes, or any other performance metric.
40.3 Paid advertising campaigns on digital Platforms typically require a learning and optimisation period before meaningful and stable performance data can be gathered. Principal acknowledges this learning period and shall not hold Supplier liable for performance outcomes during this initial phase, provided Supplier is executing the agreed scope of Services in accordance with the Agreement. The applicable learning period is specified in the Agreement of Commission.
40.4 Past performance of campaigns managed by Supplier does not constitute a guarantee of future results.
Article 41 — Tracking and Pixel Configuration
41.1 Where Supplier installs, configures, or verifies advertising pixels or conversion tracking tools as part of the Services — including without limitation the Meta Pixel, Google Ads conversion tags, or similar platform tracking — Supplier does so solely at the request and on the instructions of Principal.
41.2 Principal is solely responsible for ensuring that all tracking tools used in connection with advertising campaigns comply with applicable data protection legislation, including the GDPR and ePrivacy Directive, and with the data and privacy policies of the relevant advertising Platforms. Supplier is not liable for any fines, penalties, account restrictions, or third-party claims arising from Principal's non-compliant use of tracking technologies.
41.3 The accuracy and completeness of conversion data collected through any installed tracking tool is subject to technical limitations including ad blockers, browser privacy settings, iOS tracking restrictions, and Platform-side data modelling. Supplier does not guarantee that tracking tools will capture all events or that data reported by advertising Platforms will match data reported by independent analytics tools.
