DesignThinkers Agency Terms & Conditions

Terms & Conditions DesignThinkers B.V.

The following general terms and conditions apply to all instructions given to DesignThinkers B.V. having their visiting address and registered office and place of business at Amsterdam, Nieuwe Leliestraat 13, 1015 SH, The Netherlands.


Article 1. Definitions

In these general terms and conditions, the following words have the following meanings: The natural person or legal entity giving DesignThinkers B.V. the instruction; DesignThinkers B.V. the contractor.


Article 2. Applicability of these terms and conditions

1. These general terms and conditions (‘GTC’) apply to all services (‘the Services’) provided to the Client, whether based on the present GTC or based on the specific offer, except where stipulations varying from the contents of these GTC have been explicitly agreed by the Parties in writing.

2. The present GTC also apply to agreements concluded with DesignThinkers B.V. for the execution of which third parties must be engaged with prior written consent of both the Parties.


Article 3. Offers

1. Offers for Services made by DesignThinkers B.V. will remain valid for a period of 60 days, unless stated otherwise. These offers are only binding on DesignThinkers B.V. if their acceptance has been confirmed by the Client in writing or by email within 60 days.

2. Fees and estimated costs stated in any offer are exempted EU if VAT no. is provided for or Client is based outside EU.
Payment conditions: 50% on accepting an offer, and 50% after delivery of the agreed Services.


 Article 4. Execution of the agreement

1. DesignThinkers B.V. will carry out the Services to the best of its knowledge and ability, as well as in accordance with high standards.

2. If and in so far as required for the proper execution of the Services, DesignThinkers B.V. may subcontract certain parts of the Services to third parties. In such a case, DesignThinkers B.V. shall get prior written consent of the Client and shall remain liable for the Services performed by these third parties.

3. The Client must ensure that all information which DesignThinkers B.V. indicates as being necessary or which the Client should in all reasonableness understand to be necessary for the execution of the Services is provided to DT Consulting B.V. in reasonable time. If DT Consulting B.V. is not provided in reasonable time with the information required for the execution of the Services DT Consulting B.V. may suspend their execution.

4. DesignThinkers B.V. is not liable for any damage or loss, of whatever nature, as a result of the use by DT Consulting B.V. of incorrect information provided by the Client, unless it should have known that the information was incorrect or incomplete.

5. If execution of Services in phases has been agreed, DesignThinkers B.V. may suspend execution of the parts belonging to a next phase until the Client has approved the results of the preceding phase in writing or by email.


Article 5. Term of the contract; completion time

1. The present agreement is entered into for an indefinite period of time, unless the parties explicitly agree otherwise in writing.

2. If an agenda or schedule for the completion of specific Services has been agreed within the term of the agreements, this may never be regarded as a strict deadline. If the completion time is exceeded, the Client shall however declare DesignThinkers B.V. to be in default in writing or email.


Article 6. Fee

1. The fee is determined on the time spent performing the Services and the costs incurred or on a commission or on a fixed sum, according to the relevant accepted offer.

2. If a fixed amount or a commission scheme has not been agreed, the fee will be determined based on the actual time spent and the actual costs incurred as per the provided Services.
The fee will be calculated in accordance with the usual hourly rates of DesignThinkers B.V., (see appendix), unless a different hourly rate has been agreed.

3. For Services with a term exceeding two months, the fee and expenses payable will be charged on a monthly basis.


Article 7. Payment

1. Payment must be made within 14 days of the date of invoice in the manner specified by DesignThinkers B.V. and in the same currency as that of the invoice.

2. If a period of 14 days has passed since the date of undisputed invoice, the Client will be in default; the Client will from that moment owe interest of 1% a month on the amount due and payable, unless that statutory interest is higher, in which case the statutory interest will apply.

3. If the Client is in the process of being wound up, is in a state of liquidation or has been granted a moratorium, all sums owed to DesignThinkers B.V. of the Client towards DesignThinkers B.V. will immediately be due and payable.

4. Payments made by the Client will always first be applied to settle all interest and expenses payable and subsequently to settle those undisputed invoice amounts due and payable which have been outstanding for the longest period, even though the Client has stated the payment related to an invoice of a later date.


 Article 8. Collection charges

1. If any Party is in default or fails to fulfil one or more of its obligations, all reasonable costs to obtain an out-of-court settlement will be borne by the defaulting Party.

2. If DesignThinkers B.V. proves that it has incurred higher costs which were reasonably necessary, these will also qualify for reimbursement provided prior written consent was obtained from the Client.


Article 9. Confidentiality

DesignThinkers B.V. and the Client shall the confidentially of any Information, of whatever nature and in whatever form, exchanged in connection with the present agreement and use it only for the purpose of performing their respective obligations under the present agreement. Information is deemed to be confidential if mentioned so by a Party or if implied by the nature of the Information.


 Article 10. Intellectual property

1. Without prejudice to the provisions of Article 9 of these GTC, DesignThinkers B.V. reserves the right and powers to which it is entitled under the Copyright Act (Auteurswet).

2. All documents provided by DesignThinkers B.V. such as reports, advice, designs, sketches, drawings, software, etc. are solely indented for use by the Client and shall not be used otherwise without DesignThinkers B.V.’s prior consent.

3. DesignThinkers B.V. also reserves the right to use the know-how, increased by execution of the Services for other purposes, in so far as this does not involve disclosing any confidential information including the information related to the Client to third parties.


Article 11. Failure to perform; complaint period

1. Complaints regarding work performed must be reported to DesignThinkers B.V. by the Client in writing or email within 8 days of discovery and at the latest within 1 month after performance of the respective Services.

2. If a complaint is reasonably justified, DesignThinkers B.V. will continue to perform the Services as agreed, unless this has by then become demonstrably pointless for the Client, which decision must be notified by the Client in writing or by email.

3. If it is no longer possible or worthwhile to render the agreed Services, DesignThinkers B.V. may only be held liable within the limits set by Article 12.


Article 12. Liability

1. Liability of DesignThinkers B.V. is limited to the combined value of the Services performed in any one calendar year, if and in so far as this is covered its liability insurance.

2. DesignThinkers B.V. will not be liable for any consequential loss.

3. The DesignThinkers B.V. shall indemnify the Client against any and all claims by third parties, including reasonable costs of legal assistance which are in any way connected with the Services performed by the DesignThinkers B.V. for the Client.


Article 13. Force majeure

1. In the GTC, ‘force majeure’ shall have the same meaning as stated in this respect in the law and in case law including all external causes, whether foreseen or otherwise, on which DesignThinkers B.V. cannot exert any influence but as a result of which DesignThinkers B.V. is unable to fulfil its obligations.

2. DesignThinkers B.V. also has the right to invoke force majeure if the circumstances preventing further performance occurs after DesignThinkers B.V. should have fulfilled its obligation.

3. During a circumstance of force majeure, the obligations of DesignThinkers B.V. will be suspended. If, as a result of force majeure, DesignThinkers B.V. is unable to fulfil its obligations for a period exceeding two months, both parties will have the right to terminate the agreement without any obligation to pay compensation.

4. If, when a circumstance of force majeure arises, DesignThinkers B.V. has already partially performed the Services or is only able to perform the Services partially, it will be entitled to invoice separately the part already performed or the part it is able to perform and the Client will be obliged to pay this undisputed invoice. This does not apply, however, if the part already performed or which can be performed does not have any independent value, as agreed by both parties.


 Article 14. Amendment of the agreement

1. If it appears during execution of the agreement that proper execution requires changes or additions to the Services to be performed, such amendment shall be mutually agreed by the parties in reasonable time.

2. If the Parties agree that the agreement is to be amended or supplemented, this may affect the completion date. DesignThinkers B.V. will notify the Client of this as soon as possible.

3. If the amendments or additions to the agreement have financial consequences or affect the quality of the Services, DesignThinkers B.V. will notify the Client beforehand.

4. If a fixed fee has been agreed, DesignThinkers B.V. will state to what extent the amendment or addition to the agreement will result in this fee being exceeded.

5. Contrary to the provisions of paragraph 3, DesignThinkers B.V. will not be able to charge additional costs if the amendment or addition is the result of circumstances attributable to DesignThinkers B.V.


Article 15. Notice of termination

The Client and DesignThinkers B.V. may terminate the agreement in writing or email at any time. If the agreement is terminated by DesignThinkers B.V., any advanced payments made by the Client for Services which were actually not performed shall be reimbursed by DesignThinkers B.V. whether such payments have been made on signing the agreement or at later stage or phases as decided between the Parties.


Article 16. Termination of the agreement

1. Debts payable by the Client to DesignThinkers B.V. are immediately due and payable in the following cases: if, after conclusion of the agreement, circumstances which have become known to DesignThinkers B.V. give DesignThinkers B.V. valid grounds for assuming that the Client will not fulfill its obligations.

2. In the cases referred to in paragraph 1, DesignThinkers B.V. will have the right to suspend further execution of the agreement or to terminate the agreement, without prejudice to the right of DesignThinkers B.V. claim compensation.


 Article 17. Use of the Internet

During execution of the Services, the Client and DesignThinkers B.V. may communicate by electronic mail. Both the Client and DesignThinkers B.V. recognize that there are risks attached to the use of electronic mail, such as – but not limited to – distortion, delays and viruses. The Client and DesignThinkers B.V. hereby lay down that they are not liable towards each other for any damage or loss, which may arise for either of them due to the use of electronic mail. Both the Client and DesignThinkers B.V. will do or refrain from doing everything that may reasonably be expected of them in order to prevent the aforementioned risks from occurring. In the event of doubt regarding the correctness of email received by the Client or by DesignThinkers B.V., the contents of the email send by the sender will be decisive.


Article 19. Settlement of disputes

Both courts in the place where Client and DesignThinkers B.V. have their registered offices have jurisdiction to hear any disputes. Nevertheless, DesignThinkers B.V. has the right to summon the other party to appear before the court which has jurisdiction according to the law.


Article 20. Applicable law

All agreements between the Client and DesignThinkers B.V. are governed by the laws of the Netherlands


Article 21. Website

This website is owned and operated by DesignThinkers B.V., a division of DesignThinkers B.V. Global Head Office based in Amsterdam, Nieuwe Leliestraat 13, 10165 SH, The Netherlands. Registered at the Chamber of Commerce no. 76002624.