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Terms and Conditions

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Version: 9 December 2025

Article 1 – Definitions
Certain terms are used in these terms and conditions. Their meanings are set out below.

YHDS B.V., with its registered office at Duitslandstraat 55, Bergen op Zoom, registered with the Chamber of Commerce under number 98813404. In these General Terms and Conditions, it is also referred to as “YHDS”.
Client: any natural or legal person who purchases one or more services or products from YHDS.
Parties: The Client and YHDS jointly.
Assignment: the Client’s request for YHDS to provide one or more services.
Agreement: the agreement that has been or will be entered into between the Parties.
Subscription: the agreement under which the Client pays YHDS on a regular basis for the services provided.
Subscription month: a calendar month during which the Client’s subscription is active.
Data traffic: all data used by the Client’s website/online shop, comprising both incoming and outgoing data.
Image: a photo and/or video.
Shoot: a photo and/or video shoot.
Reactivation costs: costs which YHDS is entitled to claim from the Client following the expiry of an agreed deadline due to the Client’s actions or omissions.

Article 2 – Applicability

These Terms and Conditions apply to:
all agreements between the Parties;
the stage prior to the conclusion of the contract (such as when making an offer);
any new or supplementary agreements.
The parties may deviate from these General Terms and Conditions if they have expressly agreed to do so, provided that this does not conflict with mandatory law.
If there is any conflict between these General Terms and Conditions and any deviating agreements, the deviating agreements shall prevail.
The applicability of the Client’s General Terms and Conditions is expressly excluded.
The applicability of Section 7:404 of the Dutch Civil Code is expressly excluded. This means that where an instruction has been given with regard to a specific person, that person is not required to carry out the instruction themselves.
The applicability of Section 7:409(2) of the Dutch Civil Code is expressly excluded. This means that, if an instruction has been given with regard to a specific person, and that person dies, the heirs are under no obligation to represent the Client’s interests after the death.

Article 3 – Offers & quotations

An offer or quotation must contain a clear, complete and comprehensible description of the services or products being offered.
Obvious errors or mistakes in an offer or quotation are not binding on YHDS.
An offer or quotation is valid for a maximum of 14 days, unless a different acceptance period is specified in the offer or quotation. Offers published online (such as on the YHDS website) remain valid for as long as indicated online, or otherwise for as long as they remain online.
Where an offer or quotation is made for a service that does not have a fixed rate, but is instead charged on an hourly basis, an estimate of the number of hours YHDS will require to provide the service will be provided upon request.
No rights may be derived from the estimated hours for a service based on an hourly rate and the resulting total fee. In practice, the actual number of hours may be either lower or higher. YHDS invoices based on the actual hours worked.
If the Client does not accept an offer or quotation within the applicable time limit, the offer or quotation shall lapse.

Article 4 – Formation of the contract

A contract is formed at the moment the Client accepts YHDS’s offer or quotation.
Orders must be confirmed in writing by the Client. If the Client agrees, other than in writing, that YHDS may commence work on the Assignment, the contents of the quotation or offer shall be deemed to have been agreed and these General Terms and Conditions shall apply. Further agreements shall only be binding on YHDS once they have been confirmed in writing by YHDS.

Article 5 – Amendments

Once the agreement has been concluded, it may only be amended or supplemented if this has been expressly agreed in writing.

Article 6 – Fees / Additional work / Reactivation charges
Prices

All prices quoted by YHDS are in euros and exclude any additional costs (such as, but not limited to: costs for purchasing a domain name, plugins, etc.).
Prices are quoted exclusive of VAT.
YHDS may change any of its rates listed on the website or communicated in any other way at any time.
YHDS will give at least one month’s notice of any change in rates under a current agreement.
Additional work
YHDS may charge an additional fee if, due to circumstances unknown at the time of the quotation or offer, YHDS is required to carry out additional work or more work than was previously agreed. YHDS will provide a statement setting out the additional fee. If the Client objects to the additional work or the extra work to which the additional charge applies, they shall be entitled to refuse such work. In that case, the Client must nevertheless pay for the originally agreed assignment.
Reactivation fees
In the following cases, YHDS may charge reactivation fees, unless otherwise agreed:
where the Client has failed to provide YHDS with the necessary access, information, media, documents or data within the timeframe specified by YHDS, as agreed, for example, in these General Terms and Conditions, during communication or in accordance with YHDS’s working methods. This also includes a failure to respond to queries in a timely manner.
where the Client reschedules an appointment to a date later than the deadline specified in clause 16.3;
if the Client has not provided feedback within the agreed feedback period and the Client wishes for YHDS to process the feedback at a later date.
If no deadline has been agreed for the provision of access, information, media, documents or data, or for responding to queries from YHDS, YHDS may charge the reactivation fee once 14 days have elapsed.
YHDS may charge a reactivation fee each time a situation referred to in paragraph 6 of this article arises.
If YHDS operates on an hourly rate basis and has provided an estimate of the hours required, the reactivation costs will be 25% of the average of that estimate.
Example: If YHDS estimates that it will need to carry out 6 to 8 hours of work, YHDS will receive 25%, which is seven times the hourly rate.
If YHDS operates on a fixed-rate basis, the reactivation fees are as follows:
contracts under which the Client owes YHDS €5,000 or less: €270 excl. VAT;
contracts under which the Client owes YHDS between €5,001 and €10,000: €450 excl. VAT;
contracts under which the Client owes YHDS more than €10,001: €630 excl. VAT.

Article 7 – Urgency

If the Client indicates that an assignment is urgent, YHDS may charge an additional percentage on top of its standard rate, namely 50%.
An order is considered urgent if it must be completed within two working days.
The execution of the urgent order shall commence once YHDS has received the Client’s approval of the quotation or offer for the urgent order.
The responsibility for the actual completion within the agreed urgent deadline also lies with the Client. The Client is expected to respond as soon as possible to, for example, but not limited to, questions raised by YHDS, so that YHDS can meet the requirement to complete the assignment within the urgent deadline.
If, due to the Client’s actions or omissions, YHDS is unable to complete its work within the urgent deadline, the Client shall remain liable for the urgent rate.
If, after work on the assignment has commenced, it transpires that the Client no longer requires the assignment to be carried out urgently, the Client shall remain liable for the urgent rate.

Article 8 – Payment

YHDS may invoice the Client prior to the provision of the services, either for the total agreed amount or for a deposit or instalment. In addition, YHDS may also choose to issue interim (partial) invoices.
Payment must be made within 14 days of the invoice date.
The client must notify YHDS immediately of any inaccuracies in the payment details provided or stated.
The Client may not set off any payment(s), and the Client may not make payment without suspension.
If the Client fails to meet its payment obligations, it shall be deemed to be in default by operation of law.
If the Client is in default, they shall owe YHDS statutory (commercial) interest and YHDS shall be entitled to charge extrajudicial costs. The amount for extrajudicial costs shall be at least €40, and the Client shall be liable for this without a reminder from the day after the agreed final payment date has passed.
If the Client fails to pay (in full) or fails to pay on time, YHDS may suspend the (remaining) work required to fulfil the contract.
In the event of the Client’s liquidation, bankruptcy, statutory debt restructuring or suspension of payments, the Client’s obligations towards YHDS shall become immediately due and payable. YHDS may also suspend its work or terminate the agreement.

Article 9 – Performance of contracts
General

YHDS carries out an assignment with the care and expertise that may reasonably be expected of it under the circumstances.
YHDS carries out an assignment at its own discretion.
The client must follow YHDS’s instructions so that it can carry out the assignment as it sees fit.
YHDS has an obligation to use its best endeavours, not an obligation to achieve a specific result. This means that YHDS will do its utmost to achieve a particular result for the Client, but that YHDS cannot guarantee any specific result to the Client.
Provision of access, information, media, documents and data by you
The Client shall ensure that it provides YHDS, in a timely manner, in the required format and in the correct manner, with all relevant information, media, documents and data which the Client understands, or ought reasonably to understand, are necessary for the proper performance of the agreement. The Client must also grant YHDS the necessary access(es) for its work in a timely manner.
If the Client fails to provide the requested access, information, media, documents and/or data, or fails to do so in a timely or proper manner, and if this causes a delay in the performance of the assignment, YHDS may suspend its work.
Any costs and other consequences arising from the failure to provide the requested information, media, documents and/or data, or from their being provided late or incorrectly, shall be borne by the Client.
The Client guarantees the accuracy, completeness and reliability of the information, documents and data provided, even where these originate from third parties.
The Client shall ensure that, when supplying and/or uploading texts, images, logos, designs and the like, it does not infringe the intellectual property rights of third parties.
It is not part of YHDS’s remit to investigate the existence of intellectual property rights in relation to information, data, media and documents supplied by the Client.
Third parties
YHDS may subcontract its work to third parties.
YHDS shall not be liable for any damage caused by third parties, unless such damage is attributable to YHDS.
YHDS shall not be liable for any changes, errors or defects in products or services provided by third parties engaged by or on behalf of the Client, regardless of whether these were introduced by YHDS.
Where YHDS enters into an agreement on behalf of the Client with third parties (excluding third parties to whom YHDS outsources its work), YHDS shall not be a party to that agreement. The Client must also comply with the agreements with these third parties, such as the agreements set out in the general terms and conditions of these parties.
Delivery time
Any delivery time specified by YHDS is always an estimated time, unless it has been expressly agreed otherwise that a strict deadline applies. Exceeding a specified estimated delivery time does not entitle the Client to terminate the agreement and/or claim compensation.
YHDS’s commitment to an expressly agreed firm deadline shall lapse if the Client requests changes to the assignment, if it transpires that additional work or extra work needs to be carried out, if information/media/documents/data are not supplied on time, and/or when agreements (as referred to in Article 16) are postponed.

Article 10 – Feedback sessions

The price for web design includes two rounds of feedback. Feedback may be provided on the following:
1. Feedback round 1: the design and layout;
2. Feedback round 2: the points on which feedback was provided in feedback round 1.
A feedback session will take place once a draft version has been delivered.
The client has 14 calendar days from the start of each feedback round to provide feedback.
The Client must provide all feedback in a single batch. If the Client does not provide all feedback in a single batch, YHDS may treat this as an additional feedback round, in which case paragraph 8 of this article shall apply.
Example: If the Client provides feedback by email, they should compile their feedback and send it to YHDS in a single email, rather than sending several emails in succession.
Where possible and where reasonable, feedback will be incorporated into the final version.
Unreasonable feedback includes, but is not limited to:
feedback that differs (significantly) from what was previously discussed;
feedback that is neither specific nor comprehensive.
Example: “The images aren’t loading properly” is not specific or complete feedback. “The images aren’t loading properly on the homepage on my phone in Chrome” is specific and complete feedback;
feedback without suggesting alternatives or providing reasons. Example: “The page isn’t working properly” is feedback without reasons. “This page isn’t working properly because it’s slow” is feedback that does provide reasons.
If the Client wishes to have unreasonable feedback processed, YHDS may charge an additional fee for processing such feedback, whether or not based on its current hourly rate at that time. Furthermore, YHDS reserves the right not to process unreasonable feedback.
If the Client requests an additional round of feedback, or if feedback is not provided all at once, YHDS may charge an additional fee for the extra work involved, based on its current hourly rate at that time.
If the Client fails to respond to a draft version within the specified feedback period, the consequences shall be borne by the Client. This means that the delivery date may be adjusted without YHDS being liable to pay compensation to the Client. YHDS may also invoice the outstanding balance in the interim and charge reactivation fees (see clause 6.6 et seq.).

Article 11 – Photography / Videography
General

YHDS always creates, selects and edits images at its own discretion. The Client is familiar with YHDS’s style. If the Client wishes to have the delivered images edited in a different way, this is only possible with YHDS’s approval and upon payment of an additional fee.
The Client is solely responsible for the chosen hair, make-up and clothing styles during shoots, even if the Client engages a third party to provide these styles. If, following the shoot, the Client is not satisfied with the chosen style(s), YHDS is not obliged to repeat the shoot, nor is YHDS required to carry out any additional post-processing to achieve the desired result, unless otherwise agreed and an additional fee is paid.
It will be decided by mutual agreement who is responsible for arranging the shoot location and covering the associated costs.
If the Client arrives late for a shoot, then:
1. this time is deducted from the agreed shoot time. The Client is then not entitled to a (partial) refund; or, if the Client has not yet paid (in full), the Client remains liable for the full agreed amount and any expenses; or,
2. The Client must pay an additional charge if the shoot takes place outside the scheduled times at the Client’s request, whether or not this is calculated based on YHDS’s current hourly rate at that time.
  It is at YHDS’s discretion which option applies.
YHDS cannot guarantee that every moment will be captured.
If YHDS encounters opposition from third parties during the shoot, YHDS cannot be held liable for any reduced or inferior results arising from this.
Selecting photos
After the shoot, the Client may select the agreed number of photographs, which YHDS will then edit. The Client has 14 days to select the photographs.
If the Client does not select any photos within 14 days, YHDS may select photos to be edited at its own discretion. The Client remains liable for payment in such cases, and YHDS is not obliged to edit any other photos unless the Client pays an additional fee.
The Client may not use any unedited photographs shared by YHDS. The Client may only use edited photographs, in accordance with the provisions of these General Terms and Conditions, or in accordance with any additional or alternative agreements.
Delivery
YHDS does not supply RAW and/or unprocessed files.
YHDS will only supply images once payment has been made in full, unless otherwise agreed.

Article 12 – Web hosting
Obligations

The client is solely responsible for the content of the website hosted by YHDS.
The Client must not use the web hosting service to launch, run, use, process, promote, transmit, publish or make available any processes, programmes, data, content or materials that
1. YHDS, its customers and/or internet users;
2. infringe the intellectual property rights of others;
3. are (child) pornographic;
4. are hateful, defamatory, threatening, offensive, racist and/or discriminatory;
5. contain malware, viruses or other harmful software;
6. infringe on the privacy of third parties;
7. works that are made available without the copyright holder’s permission;
8. contravene any applicable laws and/or regulations;
9. are contrary to public order and morality.
The Client must not post hyperlinks, torrents or other references to third-party websites anywhere in the world containing content as referred to in the previous paragraph.
Third parties may lodge a complaint if they believe that the Client is acting in breach of paragraphs 2 and 3 of this article. If such a complaint is justified, YHDS may remove the content or material or render it inaccessible, without being liable to pay compensation to the Client.
Where there is a legal basis for doing so, YHDS may disclose the Client’s personal data to the complaining third party or to the competent authorities.
Where there is a possibility that information may be of a criminal nature, YHDS may take or refrain from taking action, or report the Client to the authorities. In doing so, YHDS may hand over all relevant information concerning the Client to the competent authorities. In addition, YHDS may carry out any other actions that these authorities request YHDS to perform in the context of the investigation.
Uptime
In this article, ‘uptime’ refers to the period during which the Client’s website is available.
YHDS does not provide an uptime guarantee, as it has engaged a third party to provide the web hosting service.
YHDS endeavours to give timely notice when maintenance or modifications are to be carried out. If, due to the nature of the situation, this is not possible, YHDS shall not be liable for any loss or damage incurred by the Client as a result.
Data traffic/storage space
If YHDS has not imposed any limits on the amount of storage space and/or data traffic, the Client is obliged to refrain from any use which they know, or can reasonably suspect, to be excessive or likely to cause disruption to other YHDS customers.
If there is excessive use of storage space and/or data traffic that could jeopardise the continuity of service provision to other customers, YHDS may (without prior notice) restrict or temporarily suspend the use of the hosting service, without being liable to pay compensation to the Client. YHDS may also charge a separate rate for storage space and/or data traffic, without this giving rise to any liability or obligation to refund amounts previously paid.
If YHDS has imposed a limit on the amount of storage space and/or data traffic that the Client is permitted to use, YHDS may take the Client’s website offline at any time if those limits are exceeded. YHDS shall not be liable to pay any compensation to the Client in this regard.
Data allowance or storage space cannot be carried over to the next billing month, unless otherwise agreed.
If offered, the Client may decide to increase the maximum amount of data traffic or storage space for a fee.
Licence
The Client grants YHDS a worldwide, sub-licensable, royalty-free licence to distribute, store, transmit, copy or otherwise use all content and materials distributed by you via the systems made available by YHDS, in any manner deemed appropriate by YHDS, to the extent reasonably necessary for the purposes of web hosting.
Transfer
The Client may not transfer the rights and obligations arising from the web hosting agreement or relating to YHDS’s services with regard to domain names to third parties.
Domain names
The application for, allocation of, and any subsequent use of a domain name are subject to the applicable rules and procedures of the relevant registries. YHDS acts solely as an intermediary in the application process. YHDS therefore offers no guarantee that the application will be successful.
If YHDS provides information regarding the availability of a domain name, this information is for guidance only. The Client cannot therefore derive any rights from this information.
A domain name is only considered to be registered once the Client receives confirmation from YHDS that the domain name has been registered. An invoice for the brokerage service or for the registration itself does not constitute confirmation of registration.
The client must comply with the rules laid down by the registering authorities regarding the application for, allocation of, or use of a domain name.
The Client shall indemnify YHDS against all claims by third parties arising from (the use of) a domain name on behalf of or by the Client.
YHDS shall not be liable for the Client losing its rights to a domain name or for a domain name being applied for and/or acquired by a third party in the meantime, unless there is evidence of wilful misconduct or gross negligence on the part of YHDS.
YHDS shall not be liable for any loss or damage resulting from a failed attempt to register a domain name.
If the Client instructs YHDS to transfer their domain name, this implies that the Client is the owner of that specific domain name.
In the event of a request to transfer a domain name, the Client shall indemnify YHDS against all claims relating to (the use of) the domain name.
YHDS is entitled to render the Client’s domain name inaccessible or unusable, or to register it in its own name (or have it registered in its own name) if the Client is demonstrably in breach of the agreement. YHDS may only do so for the duration of the Client’s default, and only after the expiry of a reasonable period set for the Client to comply with the agreement, provided that such period has been specified in a written notice of default.
If the Client is found not to be the owner of the domain name which the Client requested YHDS to transfer, the Client shall be automatically and without YHDS being required to send the Client a notice of default, a fixed compensation of €5,000.
The domain name holder and the Client are deemed to be the same (legal) person. Where the Client and the domain name holder are different (legal) persons, the following applies, unless YHDS is the domain name holder:
1. The Client undertakes to inform the domain name holder of the relevant provisions of this article and to comply with them;
2. The Client remains responsible for compliance with all other provisions of the agreement.
Where YHDS registers a domain name in its own name on behalf of the Client, YHDS shall cooperate with the Client’s requests to transfer, assign or cancel the domain name.
The Client must comply with all registration conditions, provisions and (dispute) resolution procedures imposed by domain name providers in relation to the application for, allocation or use of a domain name. The Client is referred to the domain name terms and conditions applicable to the relevant extension. The domain name terms and conditions form part of the agreement between the Parties.
In the event of any conflict between the domain name terms and conditions and these General Terms and Conditions, the domain name terms and conditions shall prevail insofar as they relate to the registration, administration or use of the domain name.
If, at the Client’s request, data from the WHOIS is restricted or hidden, this does not mean that YHDS can no longer provide name and address details to the competent authorities. If YHDS has a legal obligation to provide data to the competent authorities, YHDS shall comply with this.
Consequences of the termination of the agreement
The Client is responsible for creating a backup, copy or export of their website, or arranging for this to be done, within 30 days of the end of the agreement.
YHDS may, 30 days after the end of the agreement—whether due to termination or rescission—delete or render inaccessible all stored data, and close all of the Client’s accounts. YHDS is not obliged to provide the Client with a copy, except where personal data within the meaning of the GDPR is concerned.

Article 13 – Web design

Where the Client has engaged YHDS for web design and has not taken out a maintenance plan subscription, or where such a subscription is not offered by YHDS, and if, within one month of delivery of the final version, bugs or other technical errors occur that are attributable to YHDS, then the cost of resolving these shall be borne by YHDS.
If the Client discovers bugs or other technical faults more than one month after completion, the work required to rectify these shall be at the Client’s own expense.

Article 14 – Website maintenance

The web maintenance service may, where agreed, include plugins for which the Client is granted a licence for as long as YHDS provides web maintenance services to the Client. Upon termination of the agreement, these licences will cease to be valid and the Client must therefore purchase them themselves.
If the Client makes additions, installs plugins or carries out technical modifications to the website without YHDS’s consent or without prior consultation, which (potentially) affect the functioning of the Client’s website or its maintenance, YHDS shall not be liable for the consequences thereof. YHDS may resolve technical problems arising from these actions at its standard or urgent rate.
If the Client cancels their maintenance plan subscription, they will be responsible for all aspects of the subscription following termination, including, but not limited to: paying for plugins, carrying out updates, security and backups.

Article 15 – Subscriptions

A subscription is valid for an indefinite period.
A subscription starts on the 1st of the month.
A subscription relating to:
1. SEO takes at least six months. If the Client wishes to terminate an SEO subscription after the minimum six-month period, they must give notice during the third month of the subscription.
2. The SEA programme lasts at least three months.
A website migration offered free of charge will remain free only if the Client takes out the agreed maintenance plan subscription for a minimum of one year. If the Client cancels the subscription earlier, YHDS may still charge for the hours spent on the website migration.

Article 16 – Rescheduling appointments / no-shows
Definition

For the purposes of this article, ‘appointments’ are defined as: a face-to-face, online or telephone meeting, whether or not it is necessary for YHDS to carry out its work.
Rescheduling appointments
The client may only reschedule an appointment in the event of demonstrable force majeure.
If the Client reschedules an appointment, the new appointment must take place no later than 14 days after the original date, unless this is not possible due to circumstances beyond our control.
The risks and consequences of rescheduling an appointment are borne by the Client.
YHDS is free to reschedule an appointment without being liable to pay compensation to the Client.
Rescheduling shoots
YHDS reserves the right to reschedule a shoot in the event of bad weather or force majeure (including, but not limited to: equipment failure, illness (of the photographer or their loved ones), a pandemic or an epidemic).
If YHDS needs to reschedule a shoot due to bad weather, YHDS will give as much notice as possible.
If YHDS reschedules a shoot, the Client must set a new date within 14 days. The new date must be within three months of the original shoot date. An exception to this is if the shoot cannot go ahead due to force majeure.
The Client may only reschedule a shoot in the event of demonstrable force majeure. The Client must set a new date for the shoot within 14 days of announcing the postponement. The new date must be within 3 months of the original date of the shoot. An exception applies if this is not possible due to the force majeure situation.
No-show
A no-show occurs when the Client fails to arrive within 10 minutes of the agreed time without giving any notice. Even if the Client does give notice and there are no circumstances beyond their control, this is still considered a no-show.
If the Client fails to attend an appointment (no-show), the Client is not entitled to a (partial) refund. If the Client has not yet paid, they remain liable for the full agreed amount for the assignment in the event of a no-show.
YHDS is entitled to claim compensation in the event of a no-show. This may take the form of its current hourly rate for the scheduled hours and any expenses already incurred.

Article 17 – Confidentiality

YHDS is obliged to maintain the confidentiality of all confidential information obtained by YHDS in connection with the Client’s contract. Information shall in any event be regarded as confidential if the Client has designated it as such or if this follows from the nature of the information.
Confidentiality no longer applies if the information in question:
1. is (or has become) already public or common knowledge;
2. is no longer confidential;
3. has not been disclosed to YHDS during the term of the agreement; and/or
4. has been obtained by YHDS by other means.
Confidentiality shall not apply insofar as YHDS is subject to a statutory duty to disclose information. In such cases, YHDS shall not be liable to pay compensation to the Client. Nor shall the Client be entitled to terminate the agreement.
YHDS shall ensure that any third parties engaged by YHDS on behalf of the Client are also obliged to comply with this clause. However, YHDS shall not be liable if such third parties fail to comply with this clause.

Article 18 – Force majeure
At YHDS

YHDS is not required to fulfil its obligations under the agreement if performance has become temporarily or permanently impossible due to force majeure.
Force majeure is defined as any non-attributable inability to fulfil the obligations under the agreement, including, but not limited to: fire, accidents, software failures, supplier bankruptcies, computer failures, disruptions or failures of the internet and/or telecommunications infrastructure, power cuts, unexpected roadworks, traffic delays, illness, government measures, epidemics, and pandemics.
YHDS will notify the Client of the force majeure situation as soon as possible.
In the event of force majeure, YHDS will work with the Client to find a suitable solution, whether or not this involves fulfilling the agreement at a later date.
In the event of force majeure, YHDS shall not be liable to pay compensation to the Client.
In the event of force majeure, the Client shall not be entitled to terminate the agreement in whole or in part, unless otherwise agreed.
In the event of force majeure, the Client shall not be entitled to suspend its obligations, unless otherwise agreed.
At the Client’s premises
The Client must also notify YHDS as soon as possible of any force majeure situation on its part.

Article 19 – Early termination
Cancellation

Either party may terminate the agreement with immediate effect at any time. This must be done in writing. The only exception to immediate termination applies to subscriptions. In such cases, the following applies:
1. For all subscriptions except maintenance plan subscriptions: a notice period of three calendar months. Example: if the Client gives notice on 14 May 2026, the subscription will end after 31 August 2026.
2. for a maintenance plan subscription: a notice period of two calendar months. Example: if the Client gives notice on 14 May 2026, the subscription will end after 31 July 2026.
19.2. An exception to the notice period, and a situation in which the contract may therefore be terminated with immediate effect, arises where there is an urgent reason justifying such termination. This is certainly the case if the other party:
1. has been declared bankrupt;
2. a (provisional) suspension of payments is granted;
3. has ceased trading or is in the process of winding up;
4. fails to fulfil (or sufficiently fulfil) the obligations under this agreement despite being given notice to do so, or there are reasonable grounds to believe that the other party will not fulfil these obligations;
5. is guilty of fraud, acts contrary to the law and/or regulations, or improper conduct on the basis of which the other party cannot reasonably be expected to continue the agreement;
6. has been admitted to the statutory debt restructuring scheme;
7. dies.
  In addition, the agreement may also be terminated with immediate effect where this is specified in these Terms and Conditions or in another agreement.
In the event of termination of a contract by the Client, YHDS retains the right to claim payment for the following services:
1. Subscriptions
  payment up to and including the notice period. If notice is given in accordance with paragraph 2 of this article, YHDS is entitled to payment up to and including the subscription month in which notice is given.
  Example: The Client gives notice of termination in accordance with paragraph 2 on 24 September 2026. The Client is then liable for payment up to and including 30 September 2026.
2. All other services on a fixed-price basis (no subscription)
  the total agreed amount.
3. Work on an hourly rate basis
  the hours already worked.
  In addition, YHDS retains the right to reimbursement of expenses already incurred and/or any additional compensation to be determined on a reasonable basis.
In the event that YHDS terminates a contract, it retains the right to claim payment for the following services:
1. Subscriptions
  payment up to and including the notice period. If notice is given in accordance with paragraph 2 of this article, YHDS is entitled to payment up to and including the subscription month in which notice is given.
  Example: YHDS gives notice of termination in accordance with paragraph 2 on 24 September 2026. The Client is then liable for payment up to and including 30 September 2026.
2. Photography/Videography
  – when YHDS has carried out preparatory work (for example – and this is not exhaustive – by holding a brainstorming session with the Client, by creating a shot list, by making customised mood boards, by preparing equipment, etc.): 30% of the total agreed amount;
  – if the shoot has taken place and YHDS has not yet edited any photos: 75% of the total agreed amount;
3. Web design and web development
  – once the Parties have completed the initial consultation: 10% of the total agreed amount;
  – once YHDS has produced the first draft version of the design: 50% of the total agreed amount;
  – once YHDS has produced the second draft version of the design: 60% of the total agreed amount;
  – once YHDS has completed the development: 90% of the total agreed amount.
4. Web Development
  – once YHDS has completed the development: 90% of the total agreed amount.
5. Work on an hourly rate basis
  the hours already worked.
  In addition, YHDS retains the right to reimbursement of expenses already incurred and/or any additional compensation to be determined on a reasonable basis.
  Decomposition
Both parties may dissolve the agreement if the other party fails to fulfil the agreement, unless this dissolution, in view of its special nature or minor significance, is not justified by its consequences. The defaulting party must first be given notice of default and a reasonable period to comply, unless compliance is permanently or temporarily impossible.
In the event of the termination of a contract by one of the Parties pursuant to the preceding paragraph, YHDS shall always retain the right to payment in accordance with paragraph 3 of this article.
When the agreement is dissolved on the grounds of this article, and the Client has already received performances in execution of the agreement at the time of dissolution, then these performances shall not be subject to reversal.
Compensation
YHDS shall not be required to pay compensation to the Client if YHDS terminates or cancels an agreement with the Client.
Advertising campaigns
It will be agreed upon consultation whether YHDS will suspend an advertising campaign at the end of the contract or allow it to continue.

Article 20 – Indemnity & Liability
Disclaimers

The Client shall indemnify YHDS against all claims by third parties who allege that they have suffered loss or damage as a result of, or in connection with, the work carried out by YHDS on behalf of the Client.
The Client shall indemnify YHDS against all claims by third parties relating to intellectual property rights in respect of all information, data, media and documents provided by the Client and used in the performance of the assignment.
Liability
YHDS shall not be liable for:
1. damage resulting from YHDS relying on incorrect, incomplete or unreliable information provided by the Client;
2. disappointing results;
3. indirect loss, i.e. loss that is not directly causally linked to an attributable breach by YHDS. This includes, but is not limited to: consequential loss, loss of profit or loss suffered by third parties.
YHDS shall only be liable for any loss or damage suffered by the Client where and to the extent that such loss or damage is caused by YHDS through wilful misconduct or gross negligence.
Where YHDS is liable for any loss or damage, YHDS shall only be liable for loss or damage that arises directly from or is connected with the agreement (“direct damage”Direct damage is understood to mean:
1. reasonable costs of determining damage and liability, insofar as the determination concerns damage within the meaning of these General Terms and Conditions;
2. reasonable costs incurred in order to bring YHDS’s defective performance into compliance with the contract, insofar as these costs can be attributed to YHDS;
3. reasonable costs incurred to prevent or limit damage, to the extent the Client demonstrates that these costs have resulted in the prevention or limitation of direct damage as referred to in this article.
Where YHDS is liable, such liability is limited to the amount paid out under a valid (professional) liability insurance policy, plus the excess. If an insurance company pays out nothing, or not the full amount, of the claim, its liability is limited to the (portion of the) invoice amount to which the liability relates. In the case of a subscription, if no payment (or not the full amount) is made by an insurance company, YHDS’s liability is limited to the amount (or part thereof) for the subscription month in which the damage occurred.
All liability shall lapse one year after the agreement has ended through completion, termination or dissolution.

Article 21 – Intellectual Property Rights

Unless expressly agreed otherwise in writing, YHDS reserves the rights and powers to which it is entitled under intellectual property law.
The Client may not reproduce, publish or otherwise disclose to third parties the works produced by YHDS without YHDS’s prior written consent, unless otherwise agreed or unless this follows from the nature of the agreement.
Under manufactured works This includes, but is not limited to: web designs, texts, images, graphic design and visuals for social media created by YHDS, as well as any concept versions thereof.
The manufactured works may not be used otherwise or for longer than agreed.
Concept versions may never be multiplied or disclosed by the Client.
Completed works may be modified, but YHDS accepts no liability for the consequences thereof.
Manufactured works may be used indefinitely unless otherwise agreed.
Manufactured works may be used for purposes other than those for which they were created, unless otherwise agreed.
The intellectual property rights in the works produced remain with YHDS and are not transferred to the Client.
The Client may not transfer any intellectual property rights arising from an agreement concluded with YHDS to third parties, nor may the Client grant a licence to third parties, unless YHDS gives its written consent.
Unless the consequences of doing so would be contrary to the principles of reasonableness and fairness, the Client may not use the works produced or have them further developed without YHDS’s consent, and the licence shall lapse:
1. when the Client fails to fulfil its payment obligations, either in full or in part, or is otherwise in default;
2. when the Order is terminated prematurely as referred to in Article 19;
3. in the event of the Client's bankruptcy, unless the intellectual property rights have been fully transferred to the Client.
The client is solely responsible for storing the works produced.
YHDS reserves the right, whilst taking the Client’s interests into account, to use the works produced itself immediately after delivery to the Client for: its online portfolio (such as on social media and its website), the offline portfolio, its own publicity, the acquisition of commissions, and other forms of self-promotion, such as the publication and reproduction of printed matter for self-promotion. An exception to this applies where the Client expressly objects to this in advance and written agreements have been made between the Parties.
AI and the like
It is not permitted to use manufactured works in whole or in part, directly or indirectly, for:
1. training, fine-tuning, testing, or improving artificial intelligence or similar technology;
2. the generation of new works, content or output using artificial intelligence or similar technology;
3. uploading, storing, or making available to databases, platforms, or software that can reasonably be assumed to apply (partly) artificial intelligence or similar technology.
Any use of the works produced in breach of the prohibition set out in the previous paragraph shall be deemed an infringement of copyright and/or a breach of contract. In such cases, YHDS may terminate the licence immediately or claim damages.

Article 22 – Complaints

Any complaints regarding the contract (or its performance) must be submitted to YHDS in full and clearly described within a reasonable time after the Client has discovered, or ought reasonably to have discovered, a defect.
If a defect is reported later than the period mentioned in the previous paragraph, the Client can no longer invoke any termination of the agreement or claim damages.
YHDS will respond to complaints within 14 days of receiving them. If the complaint requires a longer processing time, YHDS will inform the Client within 14 days of receiving the complaint as to when the Client can expect a response.
The client must in any event allow YHDS at least six weeks to resolve the complaint by mutual agreement, unless it is reasonable for YHDS to be granted a longer period.
The submission of a complaint does not suspend the obligation to pay.

Article 23 – Miscellaneous provisions

Dutch law applies to the legal relationship between us.
The parties shall only resort to legal proceedings after they have made every effort to resolve a dispute amicably through mutual consultation.
YHDS is entitled to amend these terms and conditions at any time; such amendments shall take effect on the date specified. YHDS will send the amended terms and conditions to the Client in good time.
If no effective date of commencement is communicated to the Client, the changes shall enter into effect vis-à-vis the Client when the Client has been informed of the change.
In the event that one or more of the provisions in these general terms and conditions are void or voidable, the remaining provisions shall remain in force.
In the event of the invalidity or voidability of a provision, the Parties shall consult with each other with the aim of agreeing on new provisions to replace the invalid or voided provisions, taking into account, as far as possible, the purpose and intent of the invalid or voided provisions.