Terms & Conditions

Terms & Conditions – Bluepitch

Article 1. Applicability
These terms and conditions apply to all offers, assignments, execution of services, deliveries, processing, actions, and agreements of sale or otherwise, including any further agreements of any kind between Bluepitch, hereinafter referred to as the “Contractor,” and its clients, hereinafter referred to as the “Client.”

Article 2. Formation of Agreement
2.1 All offers made by the Contractor are non-binding unless they include a specific period for acceptance. If a non-binding offer is accepted, the Contractor reserves the right to revoke it within two working days of receiving acceptance.

2.2 A written assignment from the Client that has not yet been accepted by the Contractor may be withdrawn by the Client only if all costs incurred—including assessments, preparations, and registrations—are reimbursed in full.

Article 3. Deviations
Deviations from these terms and conditions are only valid if agreed to in writing by the Contractor and apply exclusively to the specific offer, delivery, service, agreement, or activity for which they were made.

Article 4. Reporting
The Contractor may document key communications with the Client via contact reports, which may be submitted for review. If the Client does not respond within four working days in writing, the report shall be deemed accurate and binding.

Article 5. Budgeting
Upon request, the Contractor will provide a budget detailing proposed methods and estimated costs, including hourly rates and any additional expenses. Unforeseeable or third-party costs may be noted as pro memoria and will be charged later, reasonably. Budgets may be revised if initial assumptions change. If estimates or ranges are provided rather than fixed values, they are indicative only. The Client must approve the budget within ten working days. Interim budgets must be confirmed by email within four working days. No work will commence until the budget is accepted, unless explicitly requested by the Client—in which case the Contractor is entitled to charge accordingly, even without formal approval.

Article 6. Prices
Unless otherwise agreed upon in a budget, all work by the Contractor or third parties (including preparation, communication, development, maintenance, supervision, and related tasks) is billed at an hourly rate of €130, excluding VAT and expenses. The Contractor reserves the right to pass on any third-party price increases and is not liable for them.

Article 7. Execution and Delivery
The Contractor will perform assignments to the best of its ability and professional standards. Exploratory work included in the briefing is considered part of the assignment. Delivery of services and goods takes place at the Contractor’s location or another location of its choice. Ownership transfers upon delivery, full payment, and fulfillment of all contractual obligations. Risk transfers upon delivery.

Article 8. Scheduling
Provided schedules are indicative. Delays do not entitle the Client to terminate or amend the agreement unless the deadline was expressly agreed upon in writing and accepted as binding. Even then, the Contractor is not liable for delays caused by force majeure or other external circumstances.

Article 9. Complaints
Visible defects must be reported immediately upon delivery in writing. Hidden defects must be reported as soon as discovered. All complaint rights expire one month after delivery. Late or non-written complaints may be disregarded.

Article 10. Suspension
The Contractor may suspend work at any time if the Client fails to meet obligations, including timely approvals or the provision of requested securities.

Article 11. Accuracy of Data / Third-Party Information
The Contractor relies on the accuracy of data provided by the Client. Any resulting damages from inaccuracies are the Client’s responsibility. The Client guarantees it has the rights to use any third-party materials provided and indemnifies the Contractor against related claims.

Article 12. Production Supervision
The Contractor may manage work executed by external developers or creatives and retains the right to choose such third parties. The Contractor may act on behalf of the Client if confirmed in writing. Final production approvals rest with the Contractor. Production supervision costs will be charged even if not explicitly listed in the budget.

Article 13. Copyright and Intellectual Property
All custom work (including software, strategies, and methodologies) becomes the Client’s property after delivery. However, the Contractor retains the right to reuse general, non-client-specific methods and tools.

Article 14. Originality
The Contractor guarantees that its work is original and that it holds the appropriate rights as agreed in the assignment.

Article 15. Attribution
Unless explicitly excluded in writing, the Contractor may sign or be credited for its work in a customary manner. Where applicable, reproductions may include a © symbol with the Contractor’s name and publication year.

Article 16. Promotional Use
Unless otherwise agreed in writing, the Contractor is entitled to use its work and mention the Client relationship for promotional purposes. If confidentiality is agreed upon, promotional use may be excluded.

Article 17. Termination of Assignment
17.1 The Client may cancel the assignment only if:
a) all reasonable costs and fees incurred up to that point are paid, and
b) the Contractor is compensated for the expected profit margin, set at 25% of the total project value.

17.2 The Contractor may terminate the assignment due to force majeure, under the same compensation terms as above.

17.3 In the event of bankruptcy or suspension of payment of either party, the agreement may be terminated immediately, with the same terms applied.

Article 18. Payment
Invoices must be paid within 8 days, unless agreed otherwise in writing. Late payments are subject to statutory interest, a €50 administrative fee, and a 2% penalty. All extrajudicial collection costs are borne by the Client, with a minimum based on the Dutch Bar Association’s fee schedule. The Contractor may require financial security or guarantees at any point.

Article 19. Handover of Materials
All deliverables will be handed over upon the Client’s request, once all obligations have been met. Contractor-owned materials (e.g. sketches, working files) may be excluded unless agreed otherwise.

Article 20. Liability / Limitation of Damages
The Client indemnifies the Contractor against third-party liability for defects in any products based on Contractor designs, unless such defects were foreseeable. The Contractor is not liable for consequential damages and never for more than the assignment amount. The Client remains liable for inaccuracies in specifications or materials provided.

Article 21. Confidentiality
The Contractor will treat all clearly designated confidential Client information with care and shall not share it with third parties, unless required to execute the assignment or if the information is publicly available or obtained independently.

Article 22. Transfer
Neither party may transfer rights or obligations under these terms without prior written consent.

Article 23. Governing Law / Jurisdiction
These terms and all resulting agreements are governed exclusively by Dutch law. All disputes will be submitted to the competent court in the district where the Contractor is established.