BND Legal
Terms & Conditions
Terms for business-to-business e-commerce strategy, advisory, agreed execution, training and knowledge-transfer services provided by Brand New Digital B.V.
Last updated: 23 September 2026
1. Definitions
“BND” means Brand New Digital B.V. “Client” means the business customer identified in an agreed proposal or contract. “Agreement” means the applicable engagement documents and any terms validly incorporated into them. “Deliverables” means the outputs specifically agreed for that engagement.
“Services” may include Growth Partner, Growth Strategy, Growth Projects, BNDX and Academy, together with separately agreed advice, delivery, training or knowledge transfer. BNDX is BND’s specialist label for AI and agentic commerce. Academy is the in-company training offer for one organisation. Brand New Digital B.V. remains the contracting party for all Services. The engagement documents establish the actual scope.
2. Applicability and website use
These terms apply exclusively to business clients acting in the course of their trade, business or profession, where the terms have been validly incorporated into the agreement. BND does not contract with consumers.
Publishing these terms on this website does not by itself make them part of a client agreement. They must be provided before contract formation and expressly made applicable in the relevant proposal or agreement. Specific arrangements in the agreed engagement documents govern the scope, price, planning and deliverables.
3. Proposals and formation of agreements
The quotation, proposal or Statement of Work sets out the specific scope, price, planning, deliverables and any expressly agreed deviations. The parties record the applicable engagement documents and terms when entering into their agreement.
4. Scope and changes
Engagement scope
Growth Strategy concerns informed commercial choices and an actionable plan. Growth Projects concerns a defined assignment and agreed deliverables. Growth Partner concerns ongoing support and agreed delivery alongside the Client’s team. BNDX provides specialist AI and agentic commerce expertise; Academy develops team knowledge and skills. Website descriptions do not replace the agreed statement of work. Advice, delivery, training and support are included only where expressly agreed.
For BNDX work, the engagement documents should define the selected question or use case, the AI tools and data involved, responsibilities for client data and access, required human review, any permitted automated actions, and responsibility for technical delivery. Platform development, integrations, specialist engineering and ongoing maintenance are included only where expressly agreed.
Academy training is designed for one organisation, with content tailored to its goals, participants and daily work. The engagement documents define learning objectives, format and any agreed materials or follow-up. In-company does not by itself specify an online or physical delivery location. A production-ready agent, integration, automation, implementation or ongoing management is not automatically included in training.
Change control
Changes to priorities, deliverables, timing or required specialist support are recorded together with their consequences for responsibilities, costs and dependencies. Additional work outside the agreed scope requires a separate agreement; a new request is not by itself approval of additional work or charges.
5. Client responsibilities and dependencies
An engagement may depend on timely access to relevant information, accounts, decision-makers and existing partners. Required approvals, access permissions, data quality and third-party responsibilities should be identified in the engagement documents.
6. Fees, invoicing and payment
Fees and invoicing arrangements are specified in the agreed quotation, proposal or Statement of Work. Where VAT applies, amounts are stated exclusive of VAT.
Invoices are payable within 30 days of the invoice date.
7. Delivery, review and acceptance
Scope and delivery
BND performs the Services and provides the Deliverables specified in the Agreement. The engagement documents define the applicable scope, delivery format, milestones and any specific acceptance criteria or review procedure.
Review of deliverables
Unless otherwise expressly agreed in writing, the Client has one month from receipt of a Deliverable identified by BND as ready for review to assess whether it meets the agreed scope and requirements. The Client should report any identified non-conformities in writing within that period, with sufficient detail for BND to assess and address them.
The expiry of this review period does not by itself constitute acceptance or automatically waive the Client’s rights concerning defects that could not reasonably have been identified during the review.
Ongoing services and training
For ongoing advisory, management or execution services, performance is reviewed against the activities and responsibilities agreed for the relevant service period. Individual Deliverables remain subject to the review procedure above.
For training, workshops and knowledge-transfer services, delivery is assessed against the agreed sessions, materials and learning objectives. Participation does not guarantee a particular level of proficiency or commercial outcome.
Corrections and changes
Where the work does not meet the agreed requirements, BND will be given a reasonable opportunity to investigate and, where BND is responsible, remedy the non-conformity without additional charge. Requests that extend or change the agreed scope are handled under the change-control provisions of the Agreement.
Any required formal acceptance, including approval before launch or activation of an automated process, must be recorded expressly in accordance with the agreed procedure. Silence alone does not authorise such actions.
8. Third-party platforms and suppliers
Commerce work can depend on marketplaces, advertising platforms, software and other suppliers. Their policies, fees, interfaces and availability can change. The agreement should identify who holds the relevant accounts and contracts and who is responsible for third-party decisions and costs.
9. No guarantee of commercial results
Revenue, profitability, traffic, rankings, advertising performance and other commercial outcomes depend on factors beyond an individual workstream. Forecasts and scenarios should be treated as estimates rather than promises.
This does not remove an obligation to perform agreed work with the care required by the agreement and applicable law.
10. Intellectual property and use of deliverables
Final deliverables created specifically for the client become the client’s property after full payment.
BND retains ownership of its pre-existing methods, templates, frameworks, software, tools, general knowledge and know-how. Where these materials are embedded in a deliverable, the client receives only the usage rights needed to use that deliverable.
Third-party materials, including fonts, software, platform materials and stock content, remain subject to their respective licence terms.
The distinction above is between client-specific final deliverables and pre-existing or third-party materials used in them. Reusable training materials that already belong to BND remain within the latter category; including them in a training does not itself transfer ownership. This section does not expand the agreed usage rights or determine rights in third-party AI output. Any specific transfer or additional licence is recorded in the engagement documents.
Providing client data or account access for an assignment does not itself transfer ownership of those data or accounts to BND. Their use remains limited by the Agreement, applicable permissions and any required data-processing agreement.
11. Confidentiality
Each party keeps the other party’s confidential information confidential and uses it only to perform or administer the Agreement. This includes non-public business plans, prices, account information, client data and information whose confidential nature is reasonably apparent. Access is limited to people who need it for the work and are bound by equivalent confidentiality obligations, including employees and engaged independent specialists. These obligations continue after the engagement ends. They do not cover information that the receiving party can demonstrate was already lawfully known, becomes public without a breach, is lawfully received from another source without a confidentiality duty, or is independently developed. Where disclosure is legally required, the receiving party limits disclosure to what is required and, where legally permitted, informs the other party beforehand.
12. Personal data and data-processing agreements
Privacy information about BND’s website and business contacts is described in the Privacy Policy. Where BND processes personal data on a client’s behalf, the parties must assess their roles and put an appropriate data-processing agreement in place where required.
Read the Privacy Policy
13. Subcontractors and freelancers
BND may engage freelancers and other carefully selected subcontractors to support the services. BND remains responsible for its own contractual obligations.
14. Suspension and termination
Ongoing services
Unless expressly agreed otherwise in writing, either party may terminate an ongoing service engagement by giving one month’s written notice. The notice period starts when the other party receives the notice. The agreed services and payment obligations continue during that period, unless the parties agree otherwise.
Fixed projects and training
Cancellation or early termination of a fixed project, training programme or workshop is governed by the applicable Agreement and Dutch law. Any specific cancellation, rescheduling or participant-substitution arrangements must be agreed in writing before the engagement begins. The notice period for ongoing services does not automatically apply to these assignments.
Material breach and suspension
If either party materially breaches the Agreement, the other party will notify it in writing and, where the breach can be remedied, allow a reasonable period to do so. If the breach remains unresolved, the affected party may suspend relevant obligations or terminate the Agreement to the extent permitted by Dutch law.
Any suspension must be proportionate to the breach. Where reasonably possible, the parties will take steps to limit disruption and prevent avoidable loss of data or access.
Financial settlement and handover
On termination, the parties will settle fees for work performed and any other amounts properly due under the Agreement and applicable law. Termination does not automatically make all remaining project fees or future service fees payable.
The parties will agree a reasonable handover of relevant work, account access and client information. Any additional transition support and associated fees must be agreed in writing. Rights to Deliverables remain subject to Section 10. Personal data will be returned, retained or deleted in accordance with applicable law and any relevant data-processing agreement.
Continuing obligations
Termination does not affect rights and obligations that are intended to continue, including confidentiality, intellectual property, outstanding payment obligations and applicable liability provisions.
15. Force majeure
Events outside a party’s reasonable control may affect performance. The agreement should address notification, mitigation and what happens if disruption continues.
15A. Liability and insurance
Scope
This section applies to all Services provided by BND, including consultancy, advisory, execution, training and work delivered under BNDX or Academy.
Where insurance responds
To the extent permitted by applicable law, BND’s total liability arising from an event or a series of related events is limited to the amount paid out under the applicable liability insurance policy for that event or series, plus the applicable deductible.
Where no insurance payment is made
If no insurance payment is made for the event concerned, the following alternative limits apply:
For a fixed project, workshop or training programme, liability is limited to the total professional fees agreed for the assignment concerned.
For ongoing services, liability is limited to the professional fees paid or payable for the services concerned during the twelve months immediately preceding the event giving rise to liability. If the engagement has lasted less than twelve months, the limit is based on the fees paid or payable for the period from commencement up to that event.
These amounts exclude VAT, advertising budgets and third-party costs passed through to the Client. Related events are treated as one event, occurring on the date of the first such event. The insurance-based and fee-based limits are alternatives and are not cumulative.
Excluded losses
To the extent permitted by applicable law, BND is not liable for indirect or consequential loss. Loss of profit, revenue, anticipated savings, goodwill or business opportunities is excluded.
Relationship with other obligations
This section does not remove BND’s obligation to perform the agreed Services with appropriate professional care or to remedy non-conforming work in accordance with Section 7. It does not represent a guarantee that any particular activity or claim is covered by insurance.
16. Complaints
A client can raise a concern with BND at hello@brandnewdigital.com. A useful complaint describes the engagement, the issue and the response sought.
17. Governing law and competent court
Dutch law applies. The competent court is the District Court of Zeeland-West-Brabant (rechtbank Zeeland-West-Brabant), subject to mandatory rules of jurisdiction.
18. Changes to these terms
Each engagement should identify the version of the terms that applies. Updating the website does not by itself amend an existing agreement.
19. Contact details
Brand New Digital B.V. · Chamber of Commerce (KvK): 80567843 · VAT identification number: NL861719256B01.
De Moerkens 39, 4614 GT Bergen op Zoom, the Netherlands.
hello@brandnewdigital.com