Terms & Conditions

These terms are a translation of the Dutch original for convenience. In case of any conflict, the Dutch version at /algemene-voorwaarden prevails.

Article 1: General

1. These terms apply to every offer, quote and agreement between The Opposite Agency and the Client.
2. The work is not performed under an employment contract but under a services agreement as defined in Dutch law (BW 7:400).
3. The agreement is entered into by both parties in the course of their profession or business.
4. If a situation arises between the parties that is not covered by these terms, it will be assessed in the spirit of these terms.
5. The Opposite Agency reserves the right to place a reference to its own website on websites it has developed.

Article 2: Quote and acceptance

1. The quote describes the work to be carried out by The Opposite Agency.
2. A quote is non-binding and valid for 30 days after it is sent, unless stated otherwise.
3. Prices in a quote or offer are exclusive of VAT and any other government levies, as well as any travel, lodging, shipping and administration costs incurred during the engagement, unless stated otherwise.
4. An agreement is formed when The Opposite Agency receives written acceptance of the quote from the Client.
5. If the Client does not explicitly accept the quote but still agrees with it, or gives the impression of agreement, or asks The Opposite Agency to start work that falls within the scope described, the quote is deemed accepted.
6. Changes to the services are only possible by mutual agreement, unless otherwise provided for in these terms. Extra work requested by the Client will be carried out at the standard hourly rate.
7. Deadlines are only binding if explicitly agreed in writing. The agreement cannot be terminated by the Client because of a missed deadline. The Opposite Agency is not liable for damages due to missed deadlines.
8. A composite quote does not oblige The Opposite Agency to carry out a portion of the engagement at a corresponding portion of the quoted price. Quotes do not automatically apply to future orders.
9. If The Opposite Agency performs work or other services at the Client's request that fall outside the scope of the agreement, the Client will compensate The Opposite Agency for this work at standard rates.
10. The Client accepts that additional work may affect the agreed or expected completion date.

Article 3: Performance of services

1. The Opposite Agency will make efforts to perform the work as agreed with the Client. The Client may give instructions about the work, but The Opposite Agency remains free to carry it out at its own discretion.
2. The Client will grant The Opposite Agency access to all locations, services and accounts under its control (such as hosting accounts) that The Opposite Agency reasonably needs to deliver the services.
3. If the engagement is performed in phases, The Opposite Agency may suspend work on a phase until the previous phase has been approved and paid in writing.
4. The Opposite Agency may delegate the engagement to a third party. Article 7:404 of the Dutch Civil Code does not apply.
5. The Opposite Agency retains all rights to products it has used, developed or is developing for the engagement.
6. The Opposite Agency may temporarily take parts of the site offline during installation or maintenance and will keep this as brief as possible.
7. The Opposite Agency will make efforts to keep the site accessible and available, but cannot be held liable if the site is unavailable at any moment unless the Client demonstrates this is The Opposite Agency's fault.
8. The Opposite Agency may (temporarily) limit or stop delivering the services if the Client fails to meet an obligation or violates these terms.

Article 4: Hosting

1. If the service includes hosting the Client's website, The Opposite Agency will make efforts to adapt the service when third-party providers change theirs, to keep things running. The cost of this work is billed as extra work.
2. The Opposite Agency is not liable for the consequences of events at a hosting provider, data centre, domain registrar or other party outside its control.
3. The Client is responsible for ensuring the right to use the domain name and that such use does not violate the rights of third parties. The Client indemnifies The Opposite Agency against any third-party claims related to the domain name.
4. The Client must act carefully and refrain from unlawful conduct on their site, such as infringing intellectual property, distributing data prohibited by law, violating the privacy of others, or any conduct contrary to public order or decency.
5. The Opposite Agency can never be held liable for unlawful conduct by the Client.

Article 5: Website maintenance

1. To keep the site secure, updates to software and plugins should be applied as soon as possible after release.
2. The Opposite Agency offers the Client the option to arrange maintenance through a maintenance subscription.
3. Under such a subscription, The Opposite Agency maintains the site's software and applies changes when new insights about security require it. Changes beyond the subscription scope are carried out as extra work after consultation.
4. If the Client agrees to maintain the software themselves, the Client is responsible for applying updates as soon as they appear. The Client bears the consequences of self-managed updates. The Opposite Agency will try to fix any issues resulting from self-managed updates at the standard hourly rate.
5. The maintenance subscription may be cancelled in writing by either party at the end of the agreed term, with 30 days' notice.
6. Maintenance depends on third parties and suppliers. The Opposite Agency may decline to install certain updates or plugins if, in its judgement, they would harm the software.
7. If third-party licences are required to use the software, The Opposite Agency will acquire and pass them on to the Client. The Client must comply with licence terms and indemnifies The Opposite Agency against third-party claims. Annual licence renewals are passed on to the Client.
8. If the Client wants to make a change to the site themselves or have a third party do so, this is entirely at the Client's own risk and responsibility, unless the Client has notified The Opposite Agency in advance and received written approval.
9. If The Opposite Agency also handles content maintenance, it will do so carefully, but cannot be held responsible for any mistakes or resulting damages.
10. If a service requires the Client to supply source materials, the Client warrants they have all necessary licences and indemnifies The Opposite Agency against third-party claims for infringement.
11. The Opposite Agency will make efforts to add requested changes after delivery. If a change would harm the software's functioning or security in The Opposite Agency's judgement, the Client will be notified in writing. If the Client still insists, the change is made at the Client's own risk and without liability. Such changes are billed at the standard hourly rate.
12. The Opposite Agency will keep its knowledge of the software current and advise the Client where relevant.

Article 6: Delivery and acceptance

1. The Opposite Agency will deliver work or parts of it when, in its professional opinion, they meet the spec or are fit for use. The Client then has 14 days to evaluate or reject the delivery. If the Client doesn't reject within this period, the delivery is deemed accepted.
2. For phased engagements, the Client must approve or reject each phase as above. A rejection in a later phase may not be based on aspects that were approved in an earlier phase.
3. If the Client rejects the delivery in whole or part, The Opposite Agency will work to address the reason as soon as possible, either by revising or explaining why the objection does not apply. The Client then has 14 more days to approve or reject.
4. After the first revision or explanation, a reasonable number of further revision rounds may follow at The Opposite Agency's discretion.
5. After acceptance, all liability for defects lapses, unless The Opposite Agency knew or should have known of the defect at acceptance. In any case, all liability for defects lapses one year after the agreement ends for any reason.

Article 7: Intellectual property rights

1. The Opposite Agency uses open source software held by third parties. Rights to work created by The Opposite Agency remain with The Opposite Agency unless a transfer is agreed in writing. For custom-made work, rights transfer to the Client in principle after acceptance, provided all invoices are paid in full and on time.
2. If the licence of open source software requires the Client to distribute (parts of) the software as open source, The Opposite Agency will advise the Client accordingly.
3. The Client may make changes to work they receive.
4. Unless otherwise agreed, intellectual property in works is transferred to The Opposite Agency, subject to article 7.1. The Opposite Agency keeps a perpetual, unlimited licence to use the work and its components in its business and deliver them to others, without affecting its duty to treat the Client's confidential information as such.
5. The Client has an unlimited right to use the CMS, but reselling the CMS is explicitly excluded.

Article 8: Prices and payment

1. All prices are in euros unless otherwise agreed.
2. A fixed price or hourly price is agreed for an engagement (or phase/part). The Client pays against invoice.
3. The Opposite Agency sends invoices by email.
4. Payment term is 14 days from invoice date, unless a longer term is on the invoice. If the Client pays late, they are in default from day 14 without notice of default. Statutory interest applies to the outstanding amount, plus a one-time fee of up to EUR 100.
5. If the Client thinks (part of) an invoice is incorrect, they must notify The Opposite Agency within the payment term. Payment for the disputed (but not the remaining) amount is suspended until The Opposite Agency has reviewed it. If the dispute turns out to be unfounded, the Client must pay within seven days.
6. For late payment, the Client also owes the full costs of collection, including lawyer, bailiff and collection agency fees.
7. The payment claim is immediately due if the Client is declared bankrupt, files for suspension of payments, is subject to seizure, dies, or is liquidated or dissolved.
8. Once per calendar year, The Opposite Agency may adjust rates based on the published consumer price index, capped at 5%. The Client will be notified at least 2 months in advance. In case of a price increase, the Client may terminate the agreement with 1 month's notice.
9. All prices billed by The Opposite Agency are exclusive of VAT and other government levies.
10. The Client must pay the amounts due under the agreement. If the Client consists of multiple persons or entities, each is jointly and severally liable.
11. If evidence is needed of work performed and amounts due, the records and systems of The Opposite Agency constitute full proof, without prejudice to the Client's right to provide counter-evidence.

Article 10: Changes to services

1. All changes to the services, whether at the Client's request or resulting from circumstances that require a different approach, are treated as extra work when they raise costs, and as reduced work when they lower costs. These are billed accordingly.
2. If The Opposite Agency must do more work than it could have foreseen at quote time, or under more difficult conditions than it knew or should have known, it may charge the resulting extra costs to the Client.
3. This right is conditional on The Opposite Agency notifying the Client of the circumstances and extra costs in good time. If the Client cannot accept the extra costs, they may cancel the remaining extra work, without refund or waiver for work already done.

Article 11: Confidentiality

1. The parties will treat information exchanged before, during or after the engagement as confidential when it is marked as such, or when the receiving party knows or should know it was intended as confidential. The parties will impose this duty on their employees and any third parties they engage.
2. The Opposite Agency may use knowledge gained during the engagement for other work, provided no Client information is disclosed to third parties in breach of confidentiality.
3. These confidentiality obligations survive termination of the agreement for any reason, for as long as the disclosing party can reasonably claim the information as confidential.

Article 12: Liability

1. The Opposite Agency is only liable to the Client for an attributable failure to perform, and only for substitute damages — i.e. compensation for the value of the services not rendered.
2. All other liability is excluded, including additional damages in any form, indirect or consequential losses, lost revenue or profit, lost data, or damages due to missed deadlines caused by changed circumstances.
3. Liability under the previous articles is limited to the quoted amount.
4. Liability for attributable failure only arises if the Client gives The Opposite Agency prompt written notice of default, sets a reasonable term to remedy, and The Opposite Agency still fails to perform after that term. The notice must describe the failure in as much detail as possible so The Opposite Agency can respond. Any claim lapses 24 months after it arises.
5. In case of force majeure — including internet or telecom outages, power failures, civil unrest, war, transport disruptions, strikes, lockouts, business interruptions, supply issues, fire, flood, import/export restrictions, or supplier failures preventing The Opposite Agency from delivering — performance is suspended, or the agreement may be terminated if force majeure lasts longer than 90 days, with no liability.

Article 13: Term and termination

1. The agreement runs for the term needed to deliver the services. It can only be terminated early as set out in these terms or by mutual agreement.
2. The Client may terminate a development or modification engagement early by paying a buyout equal to hours worked at the applicable hourly rate.
3. Services delivered for an indefinite term (such as maintenance) run in 12-month periods. Either party may cancel in writing at the end of a period with 2 months' notice.
4. Upon termination for any reason, The Opposite Agency may immediately delete or block stored data and close Client accounts. The Opposite Agency is not obliged to provide a copy of this data.

Article 14: Changes to the agreement

1. After acceptance, the agreement may only be changed by mutual consent.
2. If the agreement is a continuing one, The Opposite Agency may amend these terms once per calendar year. It must notify the Client at least 2 months before the changes take effect. Changes to the general terms cannot override a specific arrangement.
3. If the Client objects within this period, The Opposite Agency will consider whether to withdraw the changes and notify the Client. If it doesn't withdraw them, the Client may terminate the agreement as of the effective date.
4. The Opposite Agency may change these terms at any time when required by law. The Client cannot object to such changes.
5. All changes to the delivery of a service, whether at the Client's request or because of changed circumstances, are treated as extra work when they raise costs, and reduced work when they lower costs.
6. The Client understands that changes or extra work may affect the agreed or expected completion date.

Article 15: Final provisions

1. Dutch law applies. Unless mandatory law provides otherwise, all disputes will be submitted to the competent Dutch court in the district where The Opposite Agency is based.
2. If any provision of these terms turns out to be null, the rest of the agreement remains in force. The parties will replace the null provision with a new one that reflects the original intent as closely as legally possible.
3. In these terms, "in writing" includes email, WhatsApp and fax, provided the sender's identity and the content can be established. The parties will make efforts to confirm receipt and content of email communication.
4. The version of any communication received or stored by The Opposite Agency is deemed authentic, subject to counter-evidence from the Client.
5. Either party may only transfer its rights and obligations under the agreement to a third party with prior written consent from the other party. By exception, The Opposite Agency may always transfer rights and obligations to a parent, subsidiary or sister company.