Terms & Conditions

2.1 These General Terms and Conditions shall apply to all offers, quotations, Project Proposals, Agreements, and other legal relationships between Michael de Jong and the Client, unless expressly agreed otherwise in Writing.

2.2 Any General Terms and Conditions or purchase conditions of the Client are explicitly rejected and shall not form part of the Agreement, unless expressly accepted in Writing by Michael de Jong.

2.3 Provisions of these General Terms and Conditions that by their nature are intended to remain in effect after (interim) termination of the Agreement shall remain in effect thereafter. This includes, among other things, provisions regarding liability, indemnification, confidentiality, Processor’s obligations, and dispute resolution.

3.1 All offers, price quotations, proposals, or other communications, in any form whatsoever, provided by Michael de Jong are entirely without obligation and do not bind Michael de Jong to enter into an Agreement, unless expressly stated otherwise. An introductory meeting, a preliminary price indication by e-mail, or a general explanation of possible Services and project components shall be considered wholly non-binding.

3.2 The Agreement between the parties shall only be concluded once Michael de Jong has prepared a Written Project Proposal, setting out the agreed Services (including the Scope of Work), schedule, fees, and any other relevant arrangements, and this Project Proposal has been accepted in Writing by the Client, for example, by means of electronic signature (including DocuSign) or by e-mail.

3.3 If the Client does not agree to the Project Proposal, or wishes to make amendments thereto, no Agreement shall be formed until Michael de Jong has confirmed such amendments in Writing and the Client has accepted the revised proposal in Writing.

3.4 Any verbal promises, arrangements, or expectations expressed by Michael de Jong or their representatives shall only be binding on Michael de Jong if they have been expressly confirmed in Writing.

3.5 The Client shall guarantee the accuracy and completeness of all Data provided by them to Michael de Jong upon which the Project Proposal or any other Written offer is based. Should such Data subsequently prove to be inaccurate and/or incomplete, Michael de Jong shall be entitled to amend the Project Proposal or the offer based on the correct and/or complete Data.

4.1 Michael de Jong shall commence the performance of the agreed-upon Services after the Client has paid, in full, the advance payment specified in the Project Proposal, in accordance with Article 5.2.

4.2 The Client shall be responsible for the application for, registration, and management of the required domain name, unless otherwise agreed upon in Writing. Michael de Jong shall not be liable for the failure to obtain, or the loss of, a domain name. However, Michael de Jong shall, at the Client’s request and free of charge, provide the technical linkage between the Webflow website and the domain name registered by the Client.

4.3 The Client shall do, and refrain from doing, all that is reasonably desirable and necessary to enable the proper and timely performance of the Services by Michael de Jong. In particular, the Client shall ensure that all data and/or actions indicated by Michael de Jong as necessary, or which the Client should reasonably understand as necessary for the performance of the Project, are provided to Michael de Jong or carried out in a timely manner.

4.4 The Client shall ensure that Michael de Jong receives timely access to all required login credentials, accounts, and other resources necessary for the performance of the Agreement, including (but not limited to) the login details for the domain name registration and the Webflow platform.

4.5 For the development of the Website, Michael de Jong shall initially work via his own Webflow account. Upon completion of the agreed-upon work, the Website shall be permanently transferred to the Client’s Webflow account.

4.6 Prior to the commencement of development, the Client shall be obliged to create their own Webflow account and provide Michael de Jong with the necessary access rights. After transfer, Michael de Jong shall be added to the Client’s account as an editor, to enable any support or future adjustments.

4.7 If the Client fails to provide the required accounts or data in a timely manner, Michael de Jong shall be entitled to suspend the performance of Services. Any resulting damages or delays shall be borne by, and at the risk of, the Client.

4.8 In performance of the Agreement, Michael de Jong shall be entitled to engage third parties or other subordinates for certain tasks. Any costs associated therewith shall be borne exclusively by Michael de Jong, unless and insofar as the Client could not reasonably have foreseen such costs.

4.9 Michael de Jong shall take into consideration any reasonable requests and/or specifications of the Client in the performance of the Agreement, or shall provide a reasoned explanation for declining to do so. If the Client nonetheless insists upon performance of such request, Michael de Jong shall be entitled to carry out such request at the Client’s risk, or to terminate the Agreement in Writing.

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5.1 The fee agreed between the parties constitutes a fixed project price, as further specified in the Project Proposal.

5.2 The fee shall be invoiced in two installments: fifty percent (50%) of the project price upon commencement of Services (following signature of the Project Proposal); and fifty percent (50%) of the project price upon Final Delivery of the Project. In the event of Additional Work (as described in Article 6), the fee shall be increased accordingly. All fees are stated exclusive of VAT.

5.3 Any costs arising from the use of external licenses, (stock) images, fonts, plug-ins, or other resources provided by third parties fall within the Scope of Work and the Project Proposal but are not included in the fixed project price. As the choice of specific resources generally arises during performance of the Project, the associated costs shall be charged separately and retrospectively to the Client. Such costs shall be invoiced separately, without the need for an additional Agreement or separate Written approval.

5.4 Services relating to Brand Design may be offered and invoiced separately. Invoices are subject to a payment term of fourteen (14) days after the invoice date, unless otherwise agreed upon in Writing or stated on the invoice.

5.5 In the event of late payment, the Client shall be liable for full compensation ofall extrajudicial and justicial costs, in addition to the amount due and statutory commercial interest thereon (pursuant to Section 6:119a Dutch Civil Code). These include, at least: the costs of legal assistance, bailiffs, and collection agencies. Payment terms shall be regarded as strict deadlines. This means that if the Client fails to pay the invoice amount by the final day of the payment term, the Client shall automatically be in default, without the need for a reminder or notice of default by Michael de Jong.

5.6 Michael de Jong shall be entitled to suspend Services for as long as the Client, after Written reminder, remains in default with respect to any payment and/or obligation of cooperation. Michael de Jong shall not be liable for any damages resulting from such suspension, insofar that it is in accordance with these General Terms and Conditions.

5.7 In the event of payment default, Michael de Jong shall be entitled to suspend his Services or to terminate the Agreement, in whole or in part. If, after Written reminder, the Client fails to make payment within the term set therein, Michael de Jong shall further be entitled to immediately suspend the right of use as referred to in Article 9.2, and to temporarily or permanently restrict access to the Project or the Final Deliverable(s).

6.1 If the Client requests Additional Work or functional extensions to the Website that fall outside the agreed Scope of Work in the Project Proposal, Michael de Jong shall first analyse the expected impact, required time commitment, technical feasibility, and associated costs, and shall submit these in Writing to the Client for approval. Such work shall only be carried out after the Client has expressly agreed in Writing to the proposed terms.

Additional Work may arise, inter alia, from:

• changes to the desired results or technical requirements by the Client;
• additional requests, correction rounds, or instructions from the Client that fall outside the agreed framework;
• necessary additional actions on behalf of third parties (such as hosting providers or external integrations);
• exceeding the number of agreed design or development revision rounds;
• delays or interruptions in the project schedule not attributable to Michael de Jong but requiring additional effort;
• requests for Brand Design services not explicitly included in the original Project Proposal.

6.2 Michael de Jong shall inform the Client in Writing as soon as they foresee that Additional Work is or will be required. Where possible, such notice shall include an estimate of the nature, scope, timeline, and costs of the Additional Work. The Additional Work shall only be carried out if:

• the Client has given prior approval, either in Writing or orally, to the supplementary proposal; or
• immediate performance is necessary to prevent delays, damages, or defective delivery of the Project. In such case, Michael de Jong shall inform the Client as soon as reasonably possible.

6.3 Unless expressly agreed otherwise, the costs of Additional Work shall be in addition to the fixed project price set out in the Project Proposal. Such costs may be calculated on the basis of an hourly rate or a fixed amount, depending on the nature and scope of the Additional Work. Michael de Jong shall be entitled to make the performance of Additional Work conditional upon advance payment or the application of a separate payment term.

6.4 In the event of disagreement between the parties as to whether certain work qualifies as Additional Work, the most recently approved Scope of Work, as described in the Project Proposal, shall serve as the binding frame of reference. In such cases, the Written interpretation of Michael de Jong shall prevail, unless the Client demonstrates that such interpretation is unreasonable.

7.1 The Project shall be executed in one or more Project Phases, as further specified in the Project Proposal. Upon completion of each Project Phase, Michael de Jong shall deliver the relevant component to the Client for review and approval.

7.2 Following delivery of a Project Phase, the Client shall have a period of seven (7) calendar days to accept the work in Writing or to reject it with stated reasons. If no response is received within this period, the relevant Project Phase shall be deemed tacitly accepted.

7.3 For each Project Phase, the Client shall be entitled to a maximum of two (2) Revision Rounds, unless expressly agreed otherwise in the Project Proposal. Following delivery of a revision, the Client shall have a period of three (3) calendar days to approve it or provide specific feedback. If no response is received within this period, the revision shall be deemed tacitly accepted.

7.4 Any Revision Rounds in excess of the agreed number shall be regarded as Additional Work within the meaning of Article 6.

7.5 Final Delivery of the Project—after completion of all separate Project Phases—shall take place at the moment the Project is transferred to the Client’s Webflow account. At that time, the Project shall be considered fully executed and completed, unless otherwise agreed in Writing.

7.6 The Client shall only be entitled to reject the Final Delivery of the Website if:

• critical defects exist that reasonably prevent the normal use of the Website; or
• the Website demonstrably fails to conform to the specifications set out in the Project Proposal or otherwise agreed in Writing.

7.7 The provisions of this Article shall apply solely to Services relating to the development and delivery of the Website. Services concerning Brand Design are expressly excluded, unless the Project Proposal expressly provides in Writing that a comparable phasing, revision procedure, or acceptance process shall apply to specific elements of Brand Design.

8.1 The parties undertake to maintain strict confidentiality with respect to all Confidential Data that they receive from each other or otherwise obtain in connection with the Agreement. “Confidential Data” shall include, but not be limited to: designs, wireframes, technical documentation, access data (such as login credentials for Webflow, hosting or domain accounts), user data, e-mail communications, source code, and other business-sensitive data shared during or in connection with the Project.

8.2 Confidential Data shall not be provided or disclosed to third parties, unless:

• such disclosure is necessary for the performance of the Agreement and such third parties are also bound by confidentiality obligations;
• prior Written consent has been obtained from the other party; or
• disclosure is required by law.

8.3 The obligation of confidentiality shall apply only to data expressly designated as confidential, or which by its nature must reasonably be regarded as confidential. This obligation shall remain in force for a period of one (1) year after termination of the Agreement, unless the parties agree otherwise in Writing.

9.1 All intellectual property rights—including, but not limited to, copyrights, database rights, model rights, and rights to (custom) source code, design, documentation, wireframes, layouts, logos, visual identities, brand concepts, social media templates, graphic design, and other materials arising from the performance of the Agreement—shall belong exclusively to Michael de Jong and/or its licensors, unless expressly agreed otherwise in Writing in a separate deed of transfer.

9.2 The Client shall acquire only a limited, non-exclusive, non-transferable, non-pledgeable, and non-sublicensable right of use to the Final Delivery Project, including the Website and associated code, and, where applicable, elements of Brand Design, solely for the purpose for which they were provided. This right of use shall not take effect until full payment has been made of the remaining fifty percent (50%) of the agreed fees upon Final Delivery, in accordance with Article 5.2.

9.3 To the extent that the performance of the Agreement involves the use of standard components, templates, open-source elements, or third-party software licenses, the rights thereon shall remain with the respective rights holders. The Client agrees that the use of such components may be subject to additional third-party (license) terms. Upon request, Michael de Jong shall inform the Client of the applicable terms.

9.4 Where the Client provides materials such as text, images, logos, or other content, the Client guarantees that it is entitled to use and provide such materials for incorporation into the Project. The Client shall indemnify Michael de Jong against all third-party claims arising from any infringement of (intellectual property) rights relating to the materials supplied by the Client.

9.5 The Client’s right of use shall extend only to one (1) specific domain name and for the benefit of one (1) business or brand identity of the Client, as specified in the Project Proposal. The Client shall not be entitled to copy, reuse, reproduce, or publish the Website, or any part thereof—including but not limited to (custom) code, layout, design, structure, texts, templates, and interactive components—on other domain names, subdomains, websites, businesses, trade names, or subsidiaries of the Client, without the prior Written consent of Michael de Jong. Nor shall the Client be permitted to commercially exploit or make the Website or Brand Design elements available to third parties, whether for consideration or otherwise.

9.6 In the event of a breach of the usage restrictions set out in Article 9.5, the Client shall owe Michael de Jong an immediately payable penalty of EUR 1,500 (one thousand five hundred euros) per breach, plus EUR 250 (two hundred fifty euros) for each day the breach continues, without prejudice to Michael de Jong’s right to claim full compensation if the actual damages exceed this amount.

9.7 Upon termination of the Agreement, whatever the reason therefor, all intellectual property rights in the materials, works, and elements developed by Michael de Jong shall remain vested with Michael de Jong, unless expressly agreed otherwise in Writing in a deed of transfer specifically intended for that purpose.

9.8 If, after termination of the Agreement, the Client or any third party makes use of delivered designs, (custom) code, components, or other materials in violation of the granted rights of use or without consent, Michael de Jong shall be entitled, without prior notice, to take appropriate enforcement measures. Such measures may include, inter alia, filing copyright takedown requests with hosting providers, platforms, or other third parties in order to cease the unauthorised use. The Client acknowledges that such use is in breach of these General Terms and Conditions and may give rise to (extra)judicial enforcement, damages, and/or recovery of enforcement costs, including legal fees and administrative expenses.

10.1 Michael de Jong shall be liable solely for direct damages suffered by the Client which is the demonstrable and immediate result of an attributable shortcoming in the performance of the Agreement. Any liability of Michael de Jong shall be limited to the amount invoiced by Michael de Jong and paid by the Client under the relevant Agreement, with a maximum of €2,500.00 per event, whereby a series of related events shall be considered as a single event.

10.2 Under no circumstances shall Michael de Jong be liable for indirect damages, consequential damages, loss of turnover or profit, missed savings, reputational damages, loss of data, or damages resulting from business interruption. Nor shall Michael de Jong be liable for any damages arising from incorrect, incomplete, or unlawful data or instructions provided by the Client.

10.3 The Client shall be responsible for the content, accuracy, and legality of materials, data, and instructions provided for the performance of the Agreement. If Michael de Jong, on behalf of the Client, integrates third-party components (such as fonts, stock images, plug-ins, or licensed software) into the Website, the Client must hold the necessary rights or licenses. The Client shall fully indemnify Michael de Jong against all claims, fines, or damages arising from or in connection with the unlawful use of such materials.

10.4 If, notwithstanding the indemnity set forth in Article 10.3, any damages, fines, or other costs are directly attributed to or charged to Michael de Jong by third parties, the Client shall reimburse such costs in full and without delay upon first request.

10.5 Michael de Jong shall not be obliged to fulfill any obligation under the Agreement when hindered by force majeure. Force majeure shall include, but is not limited to: internet or hosting outages, governmental measures, strikes, long-term illness, cyberattacks, supplier disruptions (such as Webflow or domain registrars), war, natural disasters, or other circumstances beyond the reasonable control of Michael de Jong.

10.6 During a force majeure situation, the obligations of Michael de Jong shall be suspended. If performance becomes permanently impossible, or if the force majeure situation lasts longer than 30 days, either party shall be entitled to terminate the Agreement in Writing with immediate effect, without being liable for any damages.

10.7 The limitations of liability set out in this Article or elsewhere in these Terms and Conditions shall not apply in the event of damages caused by intent or gross negligence on the part of Michael de Jong, his Partners, or any other person for whom Michael de Jong is legally responsible.

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11.1 The Agreement between the Client and Michael de Jong shall enter into for the duration of the Project as set out in the Project Proposal, and shall terminate automatically upon completion of the Project at the Final Delivery and/or completion of any additional Services (including Brand Design).

11.2 The Client shall not be entitled to terminate the Agreement prematurely. Any unilateral termination by the Client prior to the Final Delivery is excluded. Each party may immediately dissolve the Agreement if the other party, even after a Written notice of default and the expiration of a reasonable period specified therein, fails to fulfill its obligations under the Agreement. This includes, but is not limited to, the Client’s payment and cooperation obligations.

11.3 Michael de Jong shall be entitled to terminate or dissolve the Agreement prematurely in writing if:

• The Client systematically fails to provide the requested input, login credentials, or necessary cooperation in a timely manner;
• The Client exceeds the acceptance deadlines set out in the Project Proposal and fails to remedy this after a Written reminder;
• other circumstances occur that make it impossible for Michael de Jong to reasonably continue the Agreement, including non-payment or misuse of rights.

11.4 In any case, either party shall be entitled to immediately terminate the Agreement without notice or notice of default if:

• the other party is declared bankrupt;
• moratorium is requested by the other party;
• a general attachment is made on the assets of the other party;
• the other party dies (if a natural person);
• the other party enters into liquidation or is dissolved (if legal entity).

11.5 In the event of a lawful premature termination by Michael de Jong, the Client shall not be entitled to a refund of amounts already paid. Any outstanding payments remain due in full, including for Services already performed and costs incurred up to the moment of termination.

11.6 If the Agreement terminates prematurely – regardless of whether this results from dissolution by Michael de Jong or termination by mutual agreement – Michael de Jong shall retain all intellectual property rights to the materials developed up to that point, including wireframes, design files, (custom) code, and documentation. The Client shall acquire only a limited, non-exclusive, non-pledgeable, non-transferable right of use – as set out in Article 9 – for delivered materials that have demonstrably been paid for.

11.7 Within fourteen (14) calendar days after termination of the Agreement, the Client may submit a Written request for the transfer of available design files or other deliverable materials, to the extent that they fall under the agreed right of use. Michael de Jong shall cooperate, provided this is reasonably feasible and the Client has fulfilled all payment obligations.

11.8 After the exit period referred to in Article 11.7, Michael de Jong shall be entitled to permanently terminate access to shared work files, Webflow development environments, design environments, and accounts. Unless otherwise agreed in Writing or legally required, Michael de Jong shall not be obliged to retain, transfer, or restore any materials after this period.

11.9 The Client shall be solely responsible for timely securing all files, content, and data shared or developed during the Project. Michael de Jong shall not be liable for loss of access or data after the exit period, except in cases of intent or gross negligence.

11.10 In the event of valid termination or dissolution of the Agreement, Parties shall – if and to the extent relevant – make arrangements in good faith regarding the transfer of the Project to the Client or a third party designated by the Client. Up request, a transfer or exit plan may be prepared, specifying which components of the Project will be transferred and under which conditions. For all Services carried out by Michael de Jong in this context – including the transfer of design files, technical data, Webflow access, documentation, or (if available) source files – a fee shall apply based on Michael de Jong’s prevailing hourly rate at that time.

12.1 The Client shall be solely responsible for timely arranging, registering, configuring, and managing all external services necessary for the online operation of the Website, unless otherwise agreed upon in the Project Proposal. This includes, but is not limited to: hosting services, domain registration, email services, SSL certificates, DNS settings, and licenses for any required plug-ins, fonts, or other third-party software. Upon request, Michael de Jong shall advice on these matters during the preparatory phase of the Project, but shall not be responsible for the availability, functionality, security, or continuity of such external service providers.

12.2 Following the Final Delivery of the Project – in accordance with Article 7 – a warranty period of fourteen (14) calendar days shall apply. During this period, Michael de Jong shall remedy, at no cost, Defects that can be demonstrably attributed to his Services and that impede the normal functioning of the Website.

12.3 The warranty shall not apply to:

• errors or issues arising from modifications or adjustments made by the Client or third parties;
• errors resulting from incorrect or incomplete input provided by the Client;
• compatibility issues with software, plug-ins, or systems beyond the control of Michael de Jong;
• disruptions to external platforms or service providers, such as Webflow, hosting providers, or domain registrars.

12.4 After the expiration of the warranty period, any Additional Work, technical support, or modifications to the Website shall only be performed based on availability and at Michael de Jong’s then-prevailing hourly rate. Separate arrangements shall be made in Writing.

13.1 This Article shall apply exclusively if the Project Proposal explicitly stipulates that Michael de Jong provides Services in the field of Brand Design. In such cases, the provisions below shall apply in addition to or in deviation from the other Articles of these Terms and Conditions.

13.2 Unless otherwise agreed, the final Brand Design deliverables shall be provided digitally in standard formats, such as .pdf, .png, .svg, .ai, and/or .eps. Concepts, sketches, variants, and other intermediate products shall be shared solely for review purposes and do not constitute part of the Final Delivery, unless otherwise agreed in writing.

13.3 The provisions regarding Project Phases, Revision Rounds, acceptance procedures, and deadlines as set out in Article 7 shall explicitly not apply to the Services referred to in this Article, unless otherwise specified in the Project Proposal. Any feedback rounds shall be addressed solely on a reasonable basis and according to the professional discretion of Michael de Jong.

13.4 Upon full payment of the agreed fee, the Client shall obtain a limited, non-exclusive, non-transferable, and non-sublicensable right of use for the final Brand Design and/or strategic brand document, solely for its use within the context for which it was developed, in accordance with Article 9.2.

13.5 The Client shall not, without prior Written consent from Michael de Jong:

• modify Brand Design and/or brand documentation or have it modified by third parties;
• reuse or reproduce any part thereof for other brands, products, or entities than those for which it was originally developed;
• commercially exploit the Brand Design or strategic document, including by selling or making it available to third parties.

13.6 Michael de Jong reserves the right to reuse concepts, alternative designs, unused variants, and other non-selected creations developed during the creative process in other projects, unless otherwise agreed in writing.

13.7 If, after completion of the Brand Design Project, the Client requests modifications, expansions, or reuse of previously developed Brand Design or strategic brand documentation, such Services shall qualify as Additional Work under Article 6 and shall only be performed following Written confirmation of the associated conditions and fee.

13.8 Unless otherwise agreed in Writing, Michael de Jong shall retain the right to include components of the final Brand Design in his portfolio and use them for promotional purposes, including placement on his website, social media, or presentations.

14.1 If any provision of the Agreement, including these General Terms and Conditions, is wholly or partially invalid or declared null and void, this shall not affect the validity of the remaining provisions. In such a case, Parties shall be obliged to agree, in good faith, on a replacement provision that corresponds as closely as possible in content and intent to the original provision.

14.2 The Agreement between Michael de Jong and the Client shall be governed exclusively by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

14.3 All disputes arising from or in connection with the Agreement shall, to the extent legally permissible, be submitted exclusively to the competent court in the district of Rotterdam.

14.4 Parties shall endeavor to resolve any disputes amicably before resorting to judicial proceedings. Only if an amicable solution proves impossible may the dispute be submitted to the court referred to in Article 14.3, without prejudice to the right of appeal or cassation.

14.5 The Client shall not be entitled to transfer the rights and/or obligations arising from the Agreement to any third party without the prior Written consent of Michael de Jong. Michael de Jong shall be entitled to assign his claims for payment to a third party, for instance in the context of collection or factoring.

14.6 Any data, prices, warranties, or other statements on Michael de Jong’s website or social media are of an informational nature only and may contain unintentional errors. In the event of any inconsistency between such statements and the contents of the Project Proposal or the Agreement, the latter shall prevail. The Client may not derive any rights from statements made outside the formal Agreement.

14.7 Michael de Jong shall be entitled to use the Project or parts thereof delivered under the Agreement – including designs, visuals, structure, and functionality – for promotional purposes, such as inclusion in his portfolio, on his website, social media, or in presentations.

14.8 The Client shall be obliged to include a clear and visible credit to Michael de Jong as the creator on and in the Final Delivered Website, for example in the footer or credits section of the Website. This credit shall read: “Website by Michael” or a comparable wording (as may be agreed upon) that makes Michael de Jong’s authorship recognisable.