General terms and conditions

Version: 30 July 2025

Article 1. Definitions
In these General Terms and Conditions, the following capitalized terms shall have the meanings set out below:

• ODB.Agency B.V. or ODB: the private limited company ODB.Agency B.V., having its registered office at Leidseplein 33-2, 1017 PS Amsterdam, registered with the Dutch Chamber of Commerce under number 85055263.
• General Terms and Conditions: this document, applicable to all Agreements between ODB and the Client;
• Client: any natural or legal person who enters into an Agreement with ODB for the provision of Services;
• Services: all services provided or to be provided by ODB, including but not limited to strategic advice, concept development, design, production, campaign management, social content, and related services;
• Agreement: the agreement between ODB and the Client in which the scope of the Services and the compensation are defined;
• Parties: ODB and the Client jointly, and each individually as a Party.

Article 2. Applicability
2.1 These General Terms and Conditions apply to all offers, quotations, assignments, and Agreements between ODB and the Client.
2.2 The applicability of the Client's (purchase) terms and conditions is expressly excluded, unless otherwise agreed in writing.
2.3 Deviations from or additions to these General Terms and Conditions or the Agreement are only valid if agreed in writing by both Parties.
2.4 If any provision of these General Terms and Conditions is found to be null and void or is annulled, the remaining provisions shall remain in full force and effect.

Article 3. Formation of the Agreement
3.1 Offers from ODB are non-binding and valid for thirty (30) days, unless stated otherwise.
3.2 An Agreement is concluded upon written acceptance by the Client of an offer made by ODB or, in the absence thereof, when ODB commences performance of the Services with the Client's consent.
3.3 Obvious errors or mistakes in offers, agreements or other communications from ODB are not binding on ODB.

Article 4. Performance of the Services
4.1 ODB shall perform the Services to the best of its knowledge and ability, exercising the care that may be expected from a professional party. ODB undertakes a best-efforts obligation and not an obligation to achieve a specific result, unless expressly agreed otherwise in writing.
4.2 Deadlines for the provision of Services shall only be deemed binding if explicitly agreed as such in writing. Otherwise, they are indicative.
4.3 If ODB performs the Services in phases, it is entitled to suspend the commencement of the next phase until the Client has approved the results of the previous phase in writing.
4.4 ODB may engage third parties, including freelancers and subcontractors, to perform the Services, without the prior consent of the Client.

Article 5. Client Obligations
5.1 The Client shall provide all data and documentation reasonably required by ODB for the proper and timely execution of the Agreement, in a timely, complete, and appropriate manner.
5.2 The Client guarantees the accuracy, completeness, and reliability of the information provided to ODB, even if it originates from third parties.
5.3 If the information required for execution of the Agreement is not provided in a timely or proper manner, ODB shall be entitled to suspend the performance of the Agreement and charge the resulting additional costs at its usual rates.

Article 6. Fees and Payment
6.1 All prices and rates used by ODB are exclusive of VAT and any other government-imposed levies, unless expressly stated otherwise.
6.2 ODB reserves the right to adjust its rates annually as of 1 January based on the Dutch Consumer Price Index (CPI) published by CBS.
6.3 ODB may invoice periodically, unless otherwise agreed. Invoices must be paid within thirty (30) days of the invoice date.
6.4 If the Client fails to make timely payment, it shall be in default by operation of law and shall owe statutory commercial interest. All reasonable costs incurred to obtain payment out of court shall be borne by the Client.
6.5 Disputes concerning an invoice do not suspend the Client's payment obligation for any undisputed part.

Article 7. Intellectual Property Rights
7.1 All intellectual property rights, including but not limited to copyrights, trademarks, design rights, database rights, and related rights to the works and materials delivered or developed by ODB in the context of the Agreement, are held exclusively by ODB or its licensors.
7.2 Subject to full compliance with its (payment) obligations, the Client shall receive a non-exclusive, non-transferable, and non-sublicensable license to use the deliverables for the agreed purpose only.
7.3 The Client is not permitted to reproduce, disclose, or otherwise commercially exploit the deliverables without ODB's prior written consent.
7.4 ODB retains the right to use its work for promotional purposes, including but not limited to publication on its website, portfolio, awards, and social media.

Article 8. Liability
8.1 ODB shall only be liable for direct damages resulting from an attributable failure to perform the Agreement.
8.2 Direct damages shall exclusively mean:
(a) reasonable costs incurred to determine the cause and scope of the damage;
(b) reasonable costs incurred to prevent or limit the damage;
(c) reasonable costs to repair the defective performance.
8.3 ODB shall not be liable for indirect damages, consequential damages, loss of profit, lost savings, data loss, business interruption, or reputational damage.
8.4 ODB's total liability shall at all times be limited to the amount paid by the Client under the Agreement for the part of the Services to which the liability relates, provided that liability shall never exceed the amount actually paid out by ODB’s liability insurer in the matter concerned, plus any applicable deductible according to the insurance policy.
8.5 Any claim for damages shall lapse if the Client does not notify ODB of the damage in writing and with reasons within one (1) year after the event that gave rise to the claim.

Article 9. Term and Termination
9.1 The duration of the Agreement shall be set forth in the Agreement.
9.2 ODB may terminate the Agreement in writing at any time with one (1) month's notice.
9.3 The Client may not terminate the Agreement early, unless expressly agreed otherwise in writing.
9.4 Either Party may terminate the Agreement with immediate effect if the other Party is declared bankrupt, applies for suspension of payments, or is liquidated.
9.5 In case of dissolution, any Services already rendered and the associated payment obligations shall remain in full force, unless ODB is in default with respect to those specific Services.

Article 10. Confidentiality
10.1 Both Parties shall keep confidential all information obtained from each other in the context of the Agreement and which is of a confidential nature. Information shall be deemed confidential if it is marked as such or if its confidential nature is apparent from the circumstances.
10.2 This confidentiality obligation shall remain in force even after termination of the Agreement.

Article 11. Governing Law and Dispute Resolution
11.1 These General Terms and Conditions and the Agreement shall be governed exclusively by Dutch law.
11.2 All disputes arising from or related to the Agreement or these General Terms and Conditions shall be submitted exclusively to the competent court in the district of Amsterdam.

Article 12. Final Provisions
12.1 The Client may not assign any rights or obligations under the Agreement to third parties without ODB’s prior written consent.
12.2 ODB may amend these General Terms and Conditions. Amendments shall be announced at least one (1) month in advance and shall apply to the next Agreement or renewal thereof, unless otherwise agreed in writing.