Terms and conditions

Agensea: the general partnership (VOF) Agensea (formerly Zee-Zicht Media), located at Edisonweg 41B, 4382 NV Vlissingen, the Netherlands, registered with the Chamber of Commerce under number 97212695, VAT identification number NL867953287B01, as well as any legal successor under universal or particular title and any affiliated company to which the agreement has been transferred (see article 15).

Client: the natural person or legal entity that gives an assignment to Agensea. Agreement: any arrangement between Agensea and the client, including follow-up assignments within a framework arrangement. One-off services: design, development of websites, platforms and custom software, content and consultancy. Recurring services: hosting, maintenance, management, SEO, subscriptions and the provision of software. Third-party services: infrastructure, software and services of other parties that Agensea uses or that the client purchases, such as hosting and cloud platforms, databases, storage, domain registration, payment providers, email services and providers of AI models. Business day: Monday to Friday, excluding Dutch public holidays.

These terms apply to all quotes, offers, work, deliveries and agreements between Agensea and the client, including follow-up assignments and assignments confirmed by email or through a portal. Any purchasing or other terms of the client are expressly rejected. Agensea only supplies business clients acting in the course of a profession or business; consumer protection rules do not apply.

Where a quote or agreement deviates from these terms, the quote or agreement prevails on that point. These terms continue to apply for the rest. Agensea may amend these terms. A new version applies to new assignments from the date of publication and to ongoing recurring services thirty days after notification to the client. If a change is materially detrimental to the client, the client may cancel the recurring service concerned as of the date the change takes effect. If any provision is void or voidable, the remaining provisions remain in force and the provision concerned is replaced by a valid provision that comes as close as possible to its purpose.

Quotes from Agensea are without obligation and valid for thirty days, unless stated otherwise. An agreement is concluded upon written confirmation of acceptance by the client, which includes confirmation by email, a digital signature or acceptance through a portal offered by Agensea. Within a framework arrangement with fixed rates, an email approval of a described block of work counts as the assignment for that block.

Verbal commitments only bind Agensea after written confirmation. Obvious mistakes or clerical errors in a quote do not bind Agensea. A quote applies as a whole; the client cannot accept individual parts of it without Agensea's consent.

Agensea carries out assignments to the best of its insight and ability, in line with the standards of good craftsmanship. Agensea has a best-efforts obligation, not an obligation to achieve a specific result, unless expressly agreed otherwise in writing. An assignment is given to Agensea and not to a specific person; articles 7:404 and 7:407(2) of the Dutch Civil Code are excluded. Agensea decides who carries out the work and may engage employees, freelancers and other third parties for that purpose. Stated timelines are target dates and never strict deadlines. They assume timely and complete provision by the client of all data, content, materials, access and decisions that Agensea needs. The client appoints one contact person who takes decisions and approves work on its behalf; Agensea may rely on that person being authorised to do so.

Delivery. Work is delivered as soon as Agensea makes it available for review, for example on a test environment or in a portal. The client reviews delivered work within ten business days and reports any defects in writing. If no response is received within that period, or if the client takes the work into use, the work is deemed accepted. Minor defects that do not prevent use are no reason to postpone acceptance or payment; Agensea remedies them within a reasonable period.

Phases and defects. If an assignment is carried out in phases or sprints, Agensea starts a next phase after the client has approved the previous one; that approval cannot be withdrawn later. A defect is a demonstrable and reproducible deviation from what is laid down in the quote or specification. Matters that can only be judged subjectively, such as taste and the aesthetic assessment of a design, are not defects and no reason to postpone acceptance or payment; the correction rounds in the quote apply to those. If the parties work iteratively, the work is deemed accepted after the last agreed iteration in the state it is in at that time; additional iterations count as additional work.

Warranty. Defects in work developed by Agensea that are reported in writing and specifically within three months after acceptance are remedied by Agensea free of charge within a reasonable period. Agensea may choose a temporary solution. This does not apply to problems caused by changes made by the client or third parties, incorrect use, changed third-party services, new versions of browsers, operating systems or devices, or changed laws and regulations. Agensea does not guarantee that work is free of errors or interruptions, works with all browsers and devices, or automatically continues to comply with new legislation. After the warranty period, repairs and changes fall under a maintenance agreement or are charged as additional work.

Delay caused by the client. If the client does not provide content, materials or decisions within thirty days after the agreed date, Agensea may invoice the part concerned as if it had been delivered, reschedule the work according to available capacity, and charge the additional costs of waiting and rescheduling. The pace of a project is partly determined by the client; that pace is not for Agensea's account.

AI. Agensea is an AI-first digital agency. This means we actively use AI tools and models in design, development, content production and quality assurance. All AI-generated output is reviewed by human specialists before it is delivered, but imperfections in AI output cannot be entirely ruled out. The client always checks delivered work for completeness, accuracy and suitability for the intended use. See also article 11.

Changes to the assignment after the agreement has been concluded may result in additional work and an adjusted schedule. Additional work is confirmed in writing in advance, with an estimate, and charged at the applicable hourly rate or at a fixed price agreed in advance. Minor additional work of up to two hours per request may be carried out by Agensea without separate confirmation and invoiced on a time-and-materials basis; anything beyond that is always confirmed in advance. Features, integrations or components that are not part of the described scope of a quote count as additional work and are priced separately in advance.

If it turns out after delivery that a component falls into a different category or rate than assumed at the time of the assignment, the difference is corrected, upwards or downwards, based on the rates in the agreement.

All prices are exclusive of VAT and exclusive of the costs of third-party services, such as domain names, licences, paid placements, advertising budgets and stock material, unless those costs are expressly included in the quote. Invoices are paid within fourteen days of the invoice date. In the event of late payment, the client is in default by operation of law and Agensea is entitled to charge statutory commercial interest and extrajudicial collection costs. Objections to an invoice are reported in writing within fourteen days and do not suspend payment of the undisputed part.

The client may not suspend payments or set them off against claims on Agensea. Agensea may retain delivered work, data, files and access until all due invoices have been paid, including invoices relating to another assignment. Agensea may request an advance payment or security where there is reasonable cause. If the client consists of several persons or companies, each of them is jointly and severally liable for payment. Agensea may transfer or pledge its claims to a third party. Invoices are sent digitally; Agensea's records serve as evidence of what has been delivered, subject to proof to the contrary.

One-off services. Agensea invoices 50% upon confirmation of the assignment and the remainder on delivery. For assignments consisting of several components, the remainder is invoiced per delivered component, bundled per month where possible. Work starts after receipt of the first instalment. Different terms are agreed in writing.

Recurring services. Recurring services are invoiced monthly, in advance, from the start date. If a rate is linked to a quantity (for example environments, websites or users), the monthly invoice is based on the quantity on the first day of that month. At the client's request and after a written mandate, Agensea may collect the monthly amounts by SEPA direct debit; the monthly invoice then serves as pre-notification.

Indexation and suspension. Agensea may adjust the rates for recurring services annually in line with the Dutch consumer price index (CBS), with thirty days' notice. If payment is more than thirty days overdue, Agensea may, after a written reminder, suspend the work and recurring services until payment has been made, without being liable for the consequences.

Cost increases of third parties. If the costs of third-party services that Agensea uses or resells for the client increase, Agensea may pass on that increase from the date on which the third party raises its price, with thirty days' notice. Agensea announces other rate changes for recurring services three months in advance; the client may then cancel the service concerned as of the effective date of the change.

Recurring services start on the go-live date of the component concerned, or on the date stated in the agreement. They have a minimum term of three months and can then be cancelled monthly with one month's notice, unless the agreement states a different term. Cancellation is made in writing.

What hosting and maintenance include. Keeping the environment available, security, monitoring, backups, platform updates and minor changes to the extent described in the agreement. New functionality, redesign, content work and resolving problems caused by changes made by the client or third parties are not included and count as additional work.

Availability. Agensea makes every effort to achieve the highest possible availability and responds to incidents on business days as quickly as reasonably possible. Agensea does not guarantee any specific availability, response time or recovery time, unless a separate service level agreement (SLA) has been agreed in writing. Without an SLA there is no right to compensation for unavailability. Scheduled maintenance is announced in advance where possible and carried out outside office hours.

Normal use. Rates for hosting and recurring services assume normal use. In the event of structurally above-average use of visitors, data traffic, storage or computing capacity, Agensea agrees the additional costs with the client in advance; the client cannot refuse those additional costs while continuing the higher use.

Acceptable use. The client uses the environments delivered or hosted by Agensea only for lawful purposes. Prohibited in any case are: content that infringes the rights of third parties or is otherwise unlawful, sending unsolicited bulk email, distributing malware, and attempts to gain access to systems or data without authorisation. In the event of a complaint from a third party or an (imminent) violation, Agensea may remove content or make it inaccessible and temporarily block access, without being liable for doing so; Agensea informs the client as soon as possible and is not required to form a view on the merits of the complaint. Login details, keys and access provided by Agensea are confidential; the client is responsible for their use and for revoking the access of departed employees.

SEO and online marketing. Agensea makes every effort to improve findability and results, but does not guarantee positions in search engines or AI assistants, any number of visitors, leads, applications or turnover, or a period within which effects become visible. Changes in the operation of search engines, advertising platforms and AI assistants do not constitute a shortcoming on the part of Agensea. Advertising budgets run through advertising accounts in the client's name and are paid by the client directly to the platform; Agensea does not advance media budgets. Paid placements and link building are only carried out after approval of a budget.

Software as a service. If Agensea provides software on an ongoing basis, Agensea may change the functionality and the underlying technology and roll out new versions. The client has no right to an older version. If a substantial change leads to costs on the client's side, Agensea informs the client in advance and the client may cancel the service as of the date the change takes effect, unless the change results from laws and regulations.

End of the service. Upon termination, and on request and after payment of all outstanding invoices, Agensea makes the client's content and data available in a common format within thirty days. After that, Agensea may delete the environment and the data. Migrating to another party or setting up another environment counts as additional work.

Agensea uses third-party services in the performance of its work, such as hosting and cloud platforms, databases, storage, domain registration, email services, payment providers and providers of AI models. The terms and service levels of the provider concerned apply to those services. Agensea has no control over the availability, changes, pricing or termination of those services.

Outages, interruptions, data loss, security incidents or changes at a third-party service do not constitute a shortcoming on the part of Agensea. Agensea is not liable for damage resulting from them, even if Agensea selected the service or provides it under its own name. Agensea may replace a third-party service with an equivalent service if, in its judgement, this is necessary or better.

Where possible, domain names, licences and accounts are registered in the client's name. The client ensures that Agensea retains access for as long as this is necessary for the services. Costs of third-party services advanced by Agensea are passed on without markup, unless agreed otherwise.

Domain names. If Agensea registers or manages a domain name for the client, the rules of the registry and registrar concerned apply. Agensea does not guarantee that a desired domain name is available or will be granted. The client is the holder and bears the costs of registration and renewal. At the end of the agreement, Agensea cooperates in transferring the domain name, after payment of outstanding invoices. If the client does not pay a renewal, Agensea may let the domain name lapse without being liable for the consequences.

All intellectual property rights to works developed by Agensea, including designs, source code, platforms, components, methods and concepts, rest with Agensea, unless agreed otherwise in writing. After payment in full, the client obtains a non-exclusive, non-transferable right of use for the agreed purpose, for the duration of the agreement and, for one-off delivered works, indefinitely thereafter.

Content, brands, imagery and data provided by the client remain the property of the client. The client warrants that it is entitled to have this material used and indemnifies Agensea against third-party claims. Agensea may use delivered work as a reference in its portfolio and communications, and may place a modest credit with a link to Agensea in the footer of a delivered website, unless the client objects in writing. Open-source components remain under their own licence.

Reuse. Agensea may freely reuse the components, designs, code, methods, prompts and knowledge used or developed in an assignment, for itself and for other clients, even if the intellectual property in the delivered work has been transferred to the client. Confidential information and the client's brand identity are excluded from this.

Source code and changes. Source code, technical documentation and access to the development environment are only delivered if agreed in writing; by default, Agensea delivers a working website or working software. If source code is delivered, the client may use it only for its own organisation and may not sublicense, sell or pledge it. If the client or a third party changes the delivered work, the warranty on the changed parts lapses and problems arising from it are for the client's account.

Indemnity. Agensea indemnifies the client against third-party claims that work developed by Agensea itself infringes an intellectual property right valid in the Netherlands, provided the client informs Agensea immediately and leaves the handling to Agensea. Agensea may then, at its option, modify the work, replace it with something equivalent, or take it back against a credit of the amount paid. This does not apply to the client's material, open-source components and changes made by anyone other than Agensea.

If Agensea processes personal data on behalf of the client in the course of its work, the client is the controller and Agensea the processor. The client authorises Agensea to use the third-party services referred to in article 8 as sub-processors, including hosting and cloud platforms, databases, storage, email services and providers of AI models; Agensea informs the client of material changes. Agensea processes the data only for the performance of the agreement, secures it in accordance with the state of the art, reports a security breach to the client without undue delay and deletes the data after the end of the agreement, subject to article 7. On request, the parties conclude a separate data processing agreement. The client is responsible for the lawfulness of the data and content it provides or has processed through the delivered environment, including the required consents and retention periods, and indemnifies Agensea against claims from data subjects and supervisory authorities arising from them.

Agensea secures environments in accordance with the state of the art and makes backups to the extent described in the agreement. If Agensea makes backups, this is done, unless agreed otherwise, at least daily, with a retention period of thirty days. Recovery after data loss consists of restoring the most recent available backup; Agensea is not obliged to carry out further recovery or reconstruction of data. The client remains responsible for its own statutory record-keeping and retention obligations and for its own copies of data it cannot afford to lose. Confidential client data is not used by Agensea to train AI models.

Agensea's liability is limited to the amount paid out in the relevant case by its professional liability insurance. If the insurance does not pay out, liability is limited to the amount the client has paid to Agensea for the assignment concerned, excluding VAT, and for recurring services to the amount the client has paid for that service in the twelve months preceding the event causing the damage. A series of related events counts as one event.

Direct damage means exclusively: the reasonable costs of having Agensea's performance conform to the agreement after all, the reasonable costs of establishing the cause and extent of the damage, and the reasonable costs of preventing or limiting damage. Liability for a shortcoming only arises after the client has given Agensea written notice of default, with a specific description of the shortcoming and a reasonable period to remedy it, and Agensea still fails to perform thereafter. All limitations and exclusions in this article also apply for the benefit of the partners, employees and third parties engaged by Agensea.

Agensea is not liable for indirect damage, including consequential damage, lost profit or turnover, missed savings, loss or corruption of data, reputational damage, fines and damage due to business interruption. Nor is Agensea liable for damage resulting from: unavailability or defects of third-party services; incorrect, incomplete or unlawful content or data of the client; changes made to the delivered work by the client or a third party; use contrary to instructions or the intended purpose; or the absence of an SLA where the client chose not to take one.

Because Agensea uses AI tools and models (see article 4), it cannot be fully guaranteed that AI-generated components are free of inaccuracies, unexpected results or interpretation errors. Agensea is not liable for damage resulting from AI-related imperfections that could have been detected through reasonable checking by the client before use. The client remains ultimately responsible for the acceptance and use of delivered work.

Any claim lapses if the client has not reported the damage to Agensea in writing within thirty days of discovery, and in any event twelve months after the event that caused the damage. The client indemnifies Agensea against third-party claims related to the assignment, the content or the use of the delivered work. These limitations do not apply in the event of intent or deliberate recklessness on the part of Agensea itself.

Force majeure means any circumstance beyond Agensea's will and control that means performance cannot reasonably be required, including in any case: outages or failures of third-party services, internet or power failures, cyberattacks, illness of key persons, government measures, fire and pandemics. In the event of force majeure, Agensea may suspend performance without being liable for damages. If the force majeure lasts longer than sixty days, either party may terminate the agreement in writing for the part not yet performed; work already performed remains payable.

Both parties keep confidential all confidential information they obtain from each other in connection with the agreement, during and after the agreement. Confidential information includes in any case everything designated as such and everything the other party should reasonably understand to be confidential, such as rates, methods, source code, customer data and business information. This obligation does not apply to information that is already public or that must be disclosed under a legal obligation.

During the agreement and for twelve months thereafter, the client does not employ employees or freelancers of Agensea who were involved in the assignment, and does not have them work for it directly or indirectly, without Agensea's prior written consent. In the event of a breach, the client owes compensation equal to six months' gross salary or fee of the person concerned, without prejudice to the right to compensation for the actual damage.

Either party may terminate the agreement in writing if the other party, after a written notice of default with a reasonable period, culpably fails to perform. Agensea may terminate or suspend the agreement with immediate effect if the client is bankrupt or in suspension of payments, ceases its business, or if a substantial part of its assets is seized, or if control over the client's business changes directly or indirectly.

If the client terminates a one-off assignment early, it owes the work performed and the costs incurred up to that point, with a minimum of the first instalment. Upon termination, the provisions that by their nature continue to apply, including payment, intellectual property, confidentiality and liability, remain in force.

Agensea may transfer its rights and obligations under the agreement, or the agreement as a whole, to a legal successor or an affiliated company, including in the event of a conversion of the general partnership into a private limited company (BV), a merger or an acquisition. The client hereby grants its cooperation and consent in advance. Agensea informs the client in writing of such a transfer; the terms of the agreement remain unchanged.

The client may not transfer its rights and obligations to a third party without Agensea's prior written consent.

Dutch law applies to all agreements between Agensea and the client. The applicability of the Vienna Sales Convention (CISG) is excluded. Disputes are first resolved by mutual consultation. If that is not successful, they are submitted to the competent court of the Zeeland-West-Brabant district court. In the event of a discrepancy between the Dutch and English versions of these terms, the Dutch version prevails.