General terms and conditions

Version: July 30, 2025

Article 1. Definitions

In these General Terms and Conditions, the following terms marked in capital letters have the following meanings:

• ON A DAILY BASIS B.V. or ODB: the private company ON A DAILY BASIS B.V. (formerly ODB.Agency B.V.), located at Leidseplein 33-2, 1017 PS Amsterdam under Chamber of Commerce number 85055263.
  
  
• General Terms and Conditions: this document, applicable to all Agreements between ODB and Client;
  
  
• Client: the natural or legal person who concludes an Agreement with ODB for the purchase of Services;
  
  
• services: all performances provided or to be delivered by ODB, including but not limited to strategic advice, concept development, design, production, campaign guidance, social content and related services;
  
  
• Agreement: the assignment agreement between ODB and Client, which, among other things, specifies the scope of the Services and the fee;
  
  
• Parties: ODB and Client jointly, and each separately as a Party.
  
  

Article 2. Applicability

2.1 These General Terms and Conditions apply to all offers, offers, orders and Agreements between ODB and Client.

2.2 The applicability of the Client's general (purchase) terms and conditions is hereby 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 they have been expressly agreed in writing.

2.4 If any provision in these General Terms and Conditions is found to be null and void or annulled, the other provisions will remain in full force.

Article 3. Conclusion of the Agreement

3.1 ODB offers are non-binding and valid for thirty (30) days, unless otherwise indicated.

3.2 An Agreement is concluded by the Client's written acceptance of an offer issued by ODB or, failing that, as soon as ODB commences the performance of the Services with the Client's consent.

3.3 Obvious errors or errors in offers, agreements or other expressions made by ODB are not binding on ODB.

Article 4. Performance of the Services

4.1 ODB will perform the Services to the best of its knowledge and ability, taking the care that can be expected of a party acting professionally. ODB commits to a best-efforts obligation and not to an obligation to result, unless otherwise expressly agreed in writing.

4.2 Time limits for the execution of the Services are only binding terms if they have been expressly designated as such in writing. In all other cases, the deadlines are indicative.

4.3 If ODB delivers in phases, ODB is entitled to suspend the execution of a subsequent phase until the Client has approved the results of the preceding phase in writing.

4.4 ODB is entitled to use third parties, including freelancers and subcontractors, in the performance of the Services without the Client's prior consent.

Article 5. Obligations of the Client

5.1 The Client is obliged to provide all information and documents that ODB reasonably needs for the correct and timely execution of the Agreement in a timely, complete and desired form.

5.2 The Client guarantees the accuracy, completeness and reliability of the information provided to ODB, even if it comes from third parties.

5.3 If information necessary for the execution of the Agreement is not provided to ODB, not timely or not in accordance with the agreements made, ODB has the right to suspend the execution of the Agreement and to charge the additional costs resulting from the delay at the usual rate.

Article 6. Remuneration and Payment

6.1 All prices and rates used by ODB do not include VAT and other government levies, unless explicitly stated otherwise.

6.2 ODB is entitled to index its rates annually as of 1 January based on the CBS Consumer Price Index (CPI).

6.3 ODB is entitled to invoice periodically, unless otherwise agreed. Invoices must be paid within thirty (30) days of the invoice date.

6.4 If the Client does not pay on time, it will be in default by operation of law and will owe the statutory commercial interest. In addition, all reasonable costs of obtaining payment out of court are borne by the Client.

6.5 Objections to (part of) an invoice do not suspend the Client's payment obligation.

Article 7. Intellectual Property Rights

7.1 All intellectual property rights, including copyrights, trademark rights, model rights, database rights and related rights, in the works and materials supplied or developed by ODB under the Agreement are owned exclusively by ODB or its licensors.

7.2 Subject to the condition that the Client has fully fulfilled its (payment) obligations, it obtains a non-exclusive, non-transferable, non-sublicensable use license for the agreed purpose.

7.3 The Client is not allowed to reproduce, publish or otherwise exploit the works or materials without ODB's prior written consent.

7.4 ODB reserves the right to use its work for promotional purposes, including presentation on its website, portfolio, awards and social media.

Article 8. Liability

8.1 ODB is only liable for direct damage resulting from an attributable shortcoming in the fulfillment of the Agreement.

8.2 Direct damage only includes:

(a) reasonable costs to determine the cause and extent of the damage;

(b) reasonable costs to prevent or limit damage;

(c) reasonable costs to repair defective performance.

8.3 ODB is not liable for indirect damage, consequential damage, lost profit, missed savings, loss of data, damage due to business interruption or damage to reputation.

8.4 ODB's total liability is at all times limited to the amount paid by the Client under the Agreement for the part of the Services to which the damage relates, provided that the liability will never exceed the amount actually paid out by ODB's liability insurer in the relevant case, plus the applicable deductible under the policy terms and conditions.

8.5 ODB's liability expires if the Client does not file a written and motivated complaint within one (1) year after the damage occurred.

Article 9. Duration and Termination

9.1 The duration of the Agreement is set out in the Agreement itself.

9.2 ODB is entitled to terminate the Agreement in writing with one (1) month's notice.

9.3 The Client is not entitled to terminate the Agreement prematurely, unless otherwise expressly agreed in writing.

9.4 Each Party is entitled to terminate the Agreement with immediate effect in the event of bankruptcy, suspension of payment or liquidation of the other Party.

9.5 In the event of termination, services already performed and the related payment obligations remain in place, unless ODB is in default with regard to those performances.

Article 10. Confidentiality

10.1 Parties undertake to maintain the confidentiality of all confidential information that they obtain from each other under the Agreement. Information is considered confidential if this results from the nature of the information or if it is explicitly marked as such.

10.2 The obligation to maintain confidentiality remains in effect even after termination of the Agreement.

Article 11. Applicable law and disputes

11.1 These General Terms and Conditions and the Agreement are governed exclusively by Dutch law.

11.2 All disputes arising from or related to the Agreement or these General Terms and Conditions will be submitted exclusively to the competent court in the district of Amsterdam.

Article 12. Final provisions

12.1 Without ODB's prior written consent, the Client is not entitled to transfer rights and obligations under the Agreement to third parties.

12.2 Changes to these Terms and Conditions are announced at least one (1) month in advance and will take effect upon the next Agreement or extension, unless otherwise expressly agreed in writing.