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1. Applicability:
1. These General Terms and Conditions apply to all offers, quotations, services, and agreements between Laura Theel Design, hereinafter referred to as “Designer,” and a client, with the exception of Branding & Visual Identity services. For Branding & Visual Identity services, a specific Branding Project Agreement applies, which will be shared with you prior to the assignment. For all other agreements, these General Terms and Conditions apply.
2. Deviations and exceptions to these General Terms and Conditions, as well as any purchase conditions or general terms of the Client, are only valid if they have been expressly accepted in writing by Designer.
3. Assignments must be confirmed in writing by the Client. If the Client fails to do so, but nonetheless agrees that Designer commences execution of the assignment, the contents of the quotation shall be deemed agreed upon, and these General Terms and Conditions shall apply.
2. Quotations and Agreement:
1. All quotations by Designer, in any form, are non-binding. A quotation remains valid for acceptance by the Client for a period of 14 days. After this period, the quotation lapses.
2. The quotation includes a cost estimate for the described services. If the quotation contains more specific or deviating provisions compared to these General Terms and Conditions, the provisions of the quotation shall prevail.
3. Quotations by Designer are based on information provided by the Client. The Client warrants the accuracy and completeness of such information and guarantees that all essential information necessary for the setup and execution of the assignment has been provided.
4. An agreement is concluded either when the Client accepts the quotation issued by Designer in writing or when the Client accepts it verbally.
3. Pricing:
1. Unless explicitly stated otherwise in the quotation mutually approved in writing, Designer charges her services on the basis of the number of hours worked and the rates applicable at the time the agreement is concluded.
2. All rates stated by Designer are exclusive of VAT and other taxes or levies imposed by the authorities.
3. A written quotation or assignment confirmation shall specify which costs are included in the agreed fees and which additional costs, such as travel and accommodation expenses and production costs, will be charged separately.
4. Designer reserves the right to revise her rates annually and, if necessary, increase them. Any changes will be communicated in due time and will take effect on a date determined by Designer, with a minimum notice period of 30 days.
5. Designer reserves the right to adjust rates during the course of an agreement in the following cases:
A. If Designer is functionally deployed differently in the execution of services for the Client and a different rate applies to such deployment;
B. If, during an ongoing agreement of at least six months, Designer’s rates have been revised;
C. If a statutory price increase (e.g., VAT increase) has taken place.
6. The Client cannot rely on rates quoted in past quotations.
4. Invoicing and Payment:
1. Designer shall ensure timely invoicing. In consultation with the Client, Designer may invoice the agreed fees and expenses in advance, on an interim basis, or periodically.
2. Designer may suspend the execution of the assignment if the payment term has expired and the Client, after being reminded in writing, fails to make payment within 14 days, or if Designer must reasonably conclude from a statement or conduct of the Client that payment will not be made.
3. If the agreed project term is exceeded by more than 30 days due to negligence by the Client, and the assignment has not yet been formally completed, Designer is entitled to invoice the hours already worked at any time prior to completion.
4. Payment of invoices must be received in full in a bank account designated by Designer within 30 days from the invoice date.
5. If the assignment has been commissioned by more than one Client, all Clients are jointly and severally liable for the fulfillment of all obligations, regardless of the name on the invoice.
5. Interest and Costs:
1. If an invoice is not paid within the payment term, statutory commercial interest shall be due on the outstanding amount.
2. If the Client fails to fulfill one or more of its obligations, all extrajudicial costs incurred to obtain payment shall be borne by the Client. These costs amount to at least 15% of the outstanding amount owed by the Client.
6. Execution of the Agreement:
1. Designer shall make every effort to carry out the assignment carefully and independently, safeguard the interests of the Client to the best of her ability, and strive to achieve a result that is useful for the Client, as may reasonably be expected from a professional Designer. Where necessary, Designer shall keep the Client informed about the progress of the work.
2. Unless otherwise agreed, the following do not fall within Designer’s assignment:
A. Performing tests, applying for permits, and assessing whether the Client’s instructions comply with legal or quality standards;
B. Conducting research into the existence of rights, including patent rights, trademark rights, design rights, copyrights, or portrait rights of third parties;
C. Conducting research into the possibility of the protection forms referred to under B for the Client.
3.The Client must attend all video calls and meetings on time. If the Client cannot attend, this must be communicated to Designer at least 24 hours in advance. Rescheduling meetings or milestones may result in a shift of the project deadline and could lead to termination of the assignment or project.
4. The Client is responsible for carefully reviewing all design materials during the development process. Designer is not liable for typographical, substantive, or other errors that are discovered in the final product after approval by the Client.
5. The Client acknowledges that Designer is not an expert in all cultures, belief systems, and symbolism. If the Client notices any symbolism, meaning, or association within the design – not previously disclosed – that they consider offensive, the Client must immediately notify Designer in writing, specifying their concerns. During the design process, Designer will attempt to adjust the design to resolve these concerns at no additional cost. However, once the project has been approved by the Client and the final payment has been made, any subsequent concerns regarding unintended symbolism or meanings are the sole responsibility of the Client. Any modification or revision of an already approved project may be submitted as a new project. Designer is under no obligation to accept such a project or reimburse any related costs incurred by the Client.
6. The Client must provide feedback on designs sent by Designer within an agreed (oral or written) timeframe. Failure to do so may delay the project deadline and could result in termination of the project. If Designer must remind the Client more than twice and the Client still fails to communicate, the contract will be automatically terminated and all payments for completed work will be invoiced directly to the Client.
7. Designer cannot transfer font licenses to the Client. The Client must purchase and pay for their own font licenses in order to use them commercially. Designer is not responsible for purchasing or providing the font file to the Client. However, Designer will make reasonable efforts to minimize font costs. Should a paid font enhance the design, Designer will discuss this with the Client beforehand.
8. If Designer is required to purchase resources in connection with the assignment, such as (but not limited to) printing or mock-ups, the costs shall be borne by the Client. At the Client’s request, Designer may, at the Client’s expense and risk, act as an authorized representative. The use and purchase of such resources will only take place in consultation. Designer is not liable for damages caused by third parties and is not responsible for claiming compensation from third parties or correcting their errors. Designer may, if desired, provide assistance in this regard.
9. The Client is responsible for managing their own schedule, and any delays to the project resulting therefrom are not the responsibility of Designer. If requests from the Client lead to additional work, take more time, or must be carried out under time pressure (rush work), and as a result Designer has to adjust her schedule outside of normal working hours (08:00–18:00 CET), an additional rush fee will be charged. Such requests will only be accepted based on Designer’s availability. The costs of a rush project will be communicated to the Client in writing.
10. If Designer and the Client have agreed to a Monthly Subscription, the Client is responsible for prioritizing and submitting the tasks to be performed. Tasks must be provided no later than the second week of the active month. If tasks are submitted too late and Designer is unable to complete them (fully) during regular working hours within the active month, Designer reserves the right to refuse such tasks. The Client cannot claim unused hours from previous months during the active month.
7. Changes to the Assignment and Additional Work:
1. If interim changes to the assignment arise due to the actions of the Client, for example as a result of evolving insights or the failure to timely provide information, documents, data, or personnel, Designer shall make the necessary adjustments if required to maintain the quality of the services. If such adjustments result in additional work, an extra fee may be charged.
2. If the Client requires additional deliverables, this must be communicated in writing. A surcharge will be applied for these deliverables.
3. Designer shall communicate any additional fees for extra work in advance.
4. Designer reserves the right to refuse any additional work requested by the Client.
5. The Client accepts that the project deadline may be shifted due to the addition of extra work.
8. Termination of the Assignment:
1. In the case of a deposit, the Client may terminate the agreement before the deposit has been made. Once the deposit has been paid and Designer has commenced work on the assignment, the deposit becomes non-refundable. The Client shall have no right to a refund.
2. The Client may terminate an assignment by means of a written notice no later than 14 days after the written approval of the project proposal or quotation. If the Client, for any reason, chooses to terminate the project, Designer shall retain the right to payment for the work performed up to that point, which will be communicated to the Client in writing.
3. If the Parties have agreed on a Monthly Subscription, the Client may terminate this no later than 14 days prior to the start of a new calendar month, by means of written notice. The termination shall then take effect from the following calendar month. If a Monthly Subscription is terminated within 14 days prior to the start of a new calendar month, Designer shall charge 50% of the subscription fee at the end of that new calendar month.
4. If a project is terminated early by the Client, all results of the work remain the legal property of Designer, unless otherwise agreed in writing by Designer. The Client is not entitled to (re)produce or realize the same designs or ideas with other parties or designers.
5. Under the following circumstances, Designer may terminate the project with immediate effect:
A. The Client fails to respond to emails or messages from Designer for a period of 14 days.
B. The Client fails to pay the invoice within the due date.
C. The Client acts rudely, disrespectfully, or makes offensive remarks towards Designer.
D. The Client has received various design options and solutions, but remains dissatisfied, and Designer reasonably considers that a solution is no longer achievable.
6. If either Party is unable to fulfill its obligations due to force majeure, the Client and Designer shall mutually agree on the status and results of the project. In the event of force majeure on the part of Designer, a new deadline for completion will be proposed. If the new proposed deadline is not acceptable or feasible for the Client, the Client may terminate the project.
7. Any Party invoking force majeure must inform the other Party in writing as soon as possible, providing the necessary evidence/reasons.
8. If no work has been performed yet and the Client has made an advance payment, the Client shall receive a full refund of the advance. If work has already been carried out, the Client shall be invoiced for the work performed by Designer.
9. Force majeure includes, but is not limited to, weather conditions, fire, strikes, illness, pandemics, epidemics, (acts of) war, violence, hacks, cyberattacks or other technical malfunctions and resulting circumstances, as well as government interventions (including quarantine measures), which reasonably prevent one of the Parties from fulfilling their obligations and which cause delays, as well as delays or shortcomings on the part of suppliers and/or other third parties engaged in the performance of the agreement.
9. Intellectual Property:
1. Designer guarantees that the deliverables are designed by or on behalf of her, and that, where copyright applies to the result, she qualifies as the author within the meaning of the Dutch Copyright Act (Auteurswet) and may exercise the copyright over the work. Designer guarantees that, at the time of creation, the results of the assignment, to the best of her knowledge and reasonable belief, do not infringe third-party rights nor are otherwise unlawful.
2. The Client indemnifies Designer and third parties engaged by Designer for all claims from third parties arising from the application or use of the results of the assignment. This does not affect Designer’s liability towards the Client for non-compliance with the guarantees referred to in the previous paragraph, nor Designer’s liability as described in Article 10 of these General Terms and Conditions.
3. The Client guarantees that the use of designs, drawings, or other materials provided by the Client does not infringe any intellectual property rights of third parties. The Client indemnifies Designer against third-party claims in this regard.
4. Until Designer has received full payment from the Client, Designer retains all ownership rights to the created designs, ideas, and concepts. The Client has no rights to use them before payment is made in full.
5. After completion of the project, neither the Client nor Designer has any obligation to retain the materials and data used or developed.Designer, while respecting the interests of the Client, has the right to use the results for self-promotion, acquisition of assignments, marketing, including portfolio, competitions, exhibitions, and similar purposes.
6. Subject to the Client’s interests, Designer has the right to use the results for self-promotion, acquisition of assignments, portfolio, competitions, exhibitions, and similar purposes.
7. All confidential information communicated to Designer during the term of the assignment remains the property of the Client. Designer does not acquire ownership of such confidential information and may not use it for any purpose other than providing design services.
8. Upon completion of the assignment and fulfillment of the Client’s obligations, the right to use the final result is exclusive, unless otherwise derived from the nature of the agreement or expressly agreed otherwise.
9. Unless otherwise agreed, all (originals of) results created by Designer in the course of the assignment (such as designs, sketches, concepts, reports, drawings, illustrations, photos, prototypes, (sub)products, and other materials or (electronic) files) remain the property of Designer, regardless of whether these have been made available to the Client or third parties.
10. Limitation of Liability:
1. Designer is only liable for direct damages suffered by the Client that are the direct and exclusive result of an attributable shortcoming by Designer in the performance of the assignment. Designer shall not be liable for consequential or indirect damages, including but not limited to lost profits, missed savings, reputational damage, mutilated or lost data or materials, or damages resulting from business interruption.
2. All advice, recommendations, or suggestions provided by Designer are purely informational and non-binding. The Client remains fully responsible for assessing such advice and for the decisions based on it. Designer shall not be liable for any direct or indirect damages resulting from following or failing to follow such advice. The Client must, if necessary, seek independent advice regarding the legal, financial, tax, technical, or other consequences of the proposed choices or actions.
3. In the event of an attributable shortcoming by Designer, Designer must first be given written notice of default within ten (10) working days. Designer will then be granted a reasonable period to correct only the specific errors identified or to limit the resulting direct damages. Designer is not obliged to redo the entire project or to make changes solely based on the Client’s subjective wishes or preferences.
4. In case of an attributable shortcoming by Designer in the context of the project, liability arising from such shortcoming is limited to compensation for direct damages only. Designer shall not be liable for consequential or indirect damages (including, but not limited to, consequential damages, lost profits, missed savings, reduced goodwill, business interruption, destruction or loss of data and/or documents, or claims from the Client’s customers).
5. The total liability of Designer for direct damages arising from an attributable shortcoming is limited to the amount of fees received by Designer for the assignment. This amount shall not exceed €75,000 and is in any case limited to the maximum amount paid out by Designer’s insurer in the relevant case. The amount for which Designer is liable shall be reduced by any sums insured by the Client.
6. Designer shall not be liable for damages, costs, or expenses, including legal costs, arising from or related to the presence of unintended symbols or meanings in the design.
7. Any liability shall expire two years after the assignment has ended by completion, termination, or dissolution.
