We advise you to read these Terms and Conditions carefully so that you are aware of your rights and obligations under the Agreement between you and us. You are referred to in these General Terms and Conditions as the Client. For the sake of convenience, we opt for the masculine form, but where "he" is also referred to as "she", of course.

Article 1. Definitions

In these General Terms and Conditions, the following capitalized terms shall always have the following meanings:

Capitaldesigns - Web-designing and marketing agency
the company under the name Capitaldesigns 

General Terms and Conditions: these general terms and conditions of Capitaldesigns 

Service: the service provided by Capitaldesigns 

Intellectual Property Rights: all intellectual property rights such as copyrights, trademark rights, patent rights, trade name rights, database rights and related rights, as well as related rights such as rights relating to know-how and domain names;

Principal: you, the principal and counterparty of Capitaldesigns;

Agreement: the contract of assignment between Capitaldesigns and Client in which the specifications of the Services are included;

Party(ies): Capitaldesigns and/or Client.

Article 2. Applicability

  1. The General Terms and Conditions apply to each Agreement between Capitaldesigns and Client. Any general terms and conditions of the Client are hereby expressly rejected.

  2. Deviations from and additions to the Agreement shall only be valid if agreed in writing by the Parties.

  3. If the Contractor engages other parties to provide the Services, these General Terms and Conditions also apply to the performance of the Services by this other party.

  4. Capitaldesigns is entitled to amend these General Terms and Conditions. Substantive changes will take effect one (1) month after publication. Amendments to the General Terms and Conditions have no effect on an existing Agreement.

Article 3. Realisation of the agreement

  1. Quotations and offers from Capitaldesigns are without obligation, unless a period of validity is included in the offer. If no period for acceptance is included, the offer always expires after one month.

  2. If the Client issues an order without a prior offer Capitaldesigns is only bound by this order after it has confirmed this in writing to the Client.

  3. An offer for the supply of multiple Services does not oblige Capitaldesigns to supply part of the Services in this offer for a corresponding part of the price.

  4. Offers, quotations and rates do not automatically apply to repeat orders and/or new orders.

Article 4. The Service

  1. Capitaldesigns always performs its Services according to a best-efforts obligation and does not guarantee the results of its services, unless Parties explicitly agree otherwise in writing.

  2. Capitaldesigns will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements set for a professional party. If and to the extent required for the proper execution of the Agreement, Capitaldesigns has the right to have certain work carried out by third parties, at the discretion of Capitaldesigns. The applicability of Sections 7:404, 7:407 and 7:409 of the Dutch Civil Code is expressly excluded.

  3. Only when this is explicitly stipulated in writing in the Agreement, an agreed term shall be regarded as a deadline. In all other cases, an agreed term shall be indicative.

  4. Capitaldesigns is entitled to carry out the work in parts or phases, whereby each part or phase can be invoiced separately.

Article 5. Client's obligations

  1. The Client undertakes to provide Capitaldesigns with all the necessary information and cooperation that Capitaldesigns requires to perform the Services. Capitaldesigns may suspend the work as long as Client does not comply with the obligation in this provision. Capitaldesigns is never liable for any damage and/or delay caused by failure to comply with the information and cooperation obligation referred to in this article, or failure to do so on time.

Article 6. Termination of the Agreement

  1. The duration of the Agreement is determined in the Agreement itself.

  2. Capitaldesigns is permitted to terminate an Agreement in writing at any time subject to one month's notice. Capitaldesigns  is not obliged to pay any form of compensation and/or financial compensation as a result of a (premature) termination.

  3. Contrary to Article 7:408 of the Dutch Civil Code, the Client may not terminate the Agreement prematurely.

  4. Each of the Parties shall have the right to terminate the Agreement in whole or in part with immediate effect if the other Party becomes bankrupt or is granted a moratorium, or if the other Party's business is wound up or goes into liquidation.

  5. If the Agreement is terminated at any time and Services have already been performed at that time, the Services already performed and the related payment obligation of the Client will not be subject to any cancellation obligation, unless the Client can prove that Capitaldesigns is in default with respect to specifically those Services. Amounts invoiced by Capitaldesigns prior to the dissolution in connection with the already properly performed or delivered services in the context of the execution of the Agreement remain fully due and payable immediately at the time of dissolution.

  6. The Client is liable vis-à-vis third parties for the consequences of the cancellation and shall indemnify Capitaldesigns against any claims of these third parties arising from this.

Article 7. Reimbursement and Payment

  1. All amounts mentioned in an offer, quotation or Agreement are in Euros and are stated exclusive of VAT and any other government-imposed levies, unless stated otherwise.

  2. Client must pay the invoice in full within one month after the invoice date. This term of payment is considered to be a strict deadline and Client is therefore in default without further notice of default if payment is not made on time.

  3. If Client is of the opinion that the amount of the invoice is incorrect, or that there is any other imperfection in the invoice, he must immediately inform Capitaldesigns, submitting convincing evidence of its position. Contestation of (part of) an invoice does not suspend the payment obligation of Client with regard to (the undisputed part of) an invoice.

  4. Capitaldesigns is entitled to adjust its rates at any time. Capitaldesigns will inform the Client at least 2 (two) months prior to a rate change. If Capitaldesigns has announced a rate change, the Client may terminate the Agreement until such time as the rate change becomes effective. In doing so, the Client must observe a notice period of one month.

  5. Capitaldesigns is entitled to increase its rates annually in accordance with the Consumer Price Index, as published by Statistics Netherlands, without this entitling the Client to terminate or otherwise terminate the Agreement.

Article 8. Intellectual Property Rights

  1. All Intellectual Property Rights vested in documents or materials provided by Client to ODB - Brand Communication Agency in the context of the execution of the Agreement shall at all times remain with Client. Client grants ODB - Brand Communication Agency a worldwide, non-exclusive and sub-licensable license to use the supplied materials for the execution of the Agreement.

  2. The Intellectual Property Rights vested in ODB - Brand Communication Agency at the time of entering into the Agreement shall remain with ODB - Brand Communication Agency.

  3. If and in so far as Intellectual Property Rights arise on the result of the Services in the execution of the Agreement, these Intellectual Property Rights will be vested in ODB - Brand Communication Agency.

  4. Subject to the condition that the Client has fulfilled all its (payment) obligations under the Agreement, the Client obtains a limited, non-transferable, non-exclusive licence to use the Intellectual Property Rights to the result of the Services.

Article 9. Liability

  1. The liability of Capitaldesigns is limited to compensation of direct damages regardless of the reason for the liability.

  2. Direct damage is only understood as direct damage:

  1. Property damage, exclusively within the meaning of Section 3 Title 3 of Book 6 of the Dutch Civil Code;

  2. Reasonable costs to prevent damage to property, to the extent that the Principal can demonstrate that these costs have led to a limitation of the direct damage within the meaning of the Agreement;

  3. Expenses reasonably incurred by the Principal to determine the cause and extent of the damage, insofar as the determination relates to direct damage within the meaning of the Agreement;

  4. Reasonably incurred costs to be incurred by the Client for the performance of Capitaldesigns to comply with the Agreement.

  1. Capitaldesigns is not liable for damages other than direct damages, such as lost profits, lost sales, loss of anticipated savings and other similar financial losses, as well as loss of goodwill or good name or reputation and any other damages not covered by the aforementioned direct damages.

  2. Insofar as Capitaldesigns is liable, such liability is limited to a maximum of the compensation paid by the Client under the Agreement.

  3. The Client's right to claim damages shall in any event lapse one (1) year after the event that caused the damage occurred.

Article 10. Varia

  1. Client is not entitled to transfer his rights and/or obligations arising from the Agreement to a third party without the consent of Capitaldesigns, unless Parties have explicitly agreed otherwise in writing.

  2. If any provision of this Agreement is or becomes invalid or non-binding, Parties shall remain bound by the remaining provisions. The Parties will then replace the invalid provisions by another provision that is valid and that approaches the intention of the Parties as closely as possible.

  3. The Agreement is governed by Dutch law. All disputes arising from the Agreement must be submitted in the first instance to the competent court in the district where Capitaldesigns is located.

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