Terms & Conditions. VNLLA Agency

About us

VNLLA Agency B.V. is a creative digital agency registered in the Netherlands.

Chamber of Commerce (KVK): 95196536
Registered address: Kon. Wilhelminalaan 146, 2274 AN Voorburg, Netherlands
Contact: grow@vnlla.agency

Definitions

Throughout these terms, the following definitions apply:

"Agency" means VNLLA Agency B.V.
"Client" means the individual or legal entity engaging the Agency for services.
"Services" means any creative, strategic, technical, or digital marketing work agreed between the parties.
"Proposal" means any written scope of work, quote, or service agreement issued by the Agency.
"Deliverables" means any output produced by the Agency as part of the agreed Services.
"Subscription" means a recurring monthly engagement on the Agency's credit-based model (the "VNLLA Growth Engine") as described in a Proposal.
"Guarantee" means the 90-Day Performance Guarantee described in clause 12.

Scope of services

3.1 Agreement

Services are defined in a Proposal issued by the Agency and accepted by the Client. Acceptance may be given in writing, via email confirmation, or by payment of an invoice. Verbal agreements are binding once confirmed in writing by the Agency.

3.2 Changes to scope

Any work requested beyond the agreed scope will be quoted separately before it begins. The Agency will not absorb scope creep silently, if a request falls outside the Proposal, we will say so and provide a revised quote or change order.

3.3 Third-party services

Where the delivery of Services requires third-party tools, platforms, or suppliers (including but not limited to hosting providers, software subscriptions, advertising platforms, and stock libraries), costs for those services are the Client's responsibility unless explicitly included in the Proposal.

Fees and payment

4.1 Invoicing

Invoices are issued in euros (EUR) unless otherwise stated. Payment terms are 14 days from the invoice date unless a different term is specified in the Proposal.

4.2 Project work

Project-based engagements typically require a deposit of 50% before work begins, with the remainder due upon delivery or at agreed milestones. The Agency reserves the right to withhold final Deliverables until all outstanding invoices are settled.

4.3 Subscriptions (VNLLA Growth Engine)

Monthly Subscription fees are invoiced at the start of each billing cycle and are due within 14 days. Subscriptions run on a three-month initial term and continue on a rolling monthly basis thereafter, unless a different term is stated in the Proposal. On the Pipeline and Dominance tiers, unused credits roll over for one billing cycle; on all other tiers, credits allocated within a billing cycle do not roll over unless explicitly agreed in writing. All prices exclude VAT.

4.4 Late payment

Invoices unpaid after 30 days from the due date will incur a late payment fee of 2% per month on the outstanding balance, compounded monthly. The Agency reserves the right to pause active work on any account with outstanding invoices beyond 30 days overdue.

4.5 Disputed invoices

If a Client disputes an invoice, they must notify the Agency in writing within 7 days of receipt. Undisputed portions of an invoice remain payable by the original due date.

Intellectual property

5.1 Ownership upon payment

Upon receipt of full payment for a project, all intellectual property rights in the final agreed Deliverables transfer to the Client, unless otherwise specified in the Proposal.

5.2 Working files

Source files, working documents, and project files remain the property of the Agency unless their transfer is explicitly included in the Proposal. Transfer of working files, where agreed, may be subject to an additional fee.

5.3 Third-party assets

Where Deliverables incorporate third-party assets (typefaces, stock imagery, software, plugins), the Client's right to use those assets is subject to the relevant third-party licence terms. The Agency will inform the Client of any material licence restrictions.

5.4 Portfolio rights

The Agency reserves the right to display completed work in its portfolio, case studies, social media, and marketing materials, unless the Client has requested confidentiality in writing prior to project commencement.

5.5 Agency tools and processes

Any proprietary processes, templates, frameworks, or systems developed by the Agency and used in the delivery of Services remain the property of the Agency.

Client responsibilities

For the Agency to deliver work on time and to the agreed standard, the Client agrees to:

Provide all required content, assets, access credentials, and approvals within agreed timeframes.
Assign a primary point of contact with authority to make decisions on behalf of the Client.
Provide clear, consolidated feedback rather than multiple conflicting rounds of revisions from different stakeholders.
Respond to Agency requests for input within 5 working days. Delays caused by late Client responses may affect delivery timelines without constituting a breach by the Agency.

Where the Agency is dependent on Client-supplied content or approvals to complete a milestone, delays on the Client's side will not be counted against the Agency's timeline obligations.

Revisions and approvals

The number of revision rounds included in a project is specified in the Proposal. Revisions beyond the agreed rounds will be charged at the Agency's standard hourly rate, quoted in advance.

A revision is defined as changes to agreed and approved work. Changes to the scope or direction of a project that require substantial rework are treated as scope changes under clause 3.2.

Client sign-off at key milestones constitutes approval of that stage. Work approved and subsequently reversed at a later stage may incur additional charges.

Timelines and delivery

Project timelines are agreed at the start of each engagement and are conditional on the Client meeting their obligations under clause 6. The Agency will communicate proactively if timelines are at risk.

The Agency is not liable for delays caused by third-party platforms, technical outages, force majeure events, or circumstances outside its reasonable control.

Confidentiality

Both parties agree to keep confidential any non-public information received from the other party in connection with the Services. This obligation survives termination of the engagement.

The Agency will not disclose Client business information, strategies, or data to third parties without the Client's prior written consent, except where required by law or where disclosure is necessary to deliver the Services (for example, sharing a brief with a specialist collaborator under confidentiality).

Termination

10.1 Termination by the Client

The Client may terminate a project engagement with 14 days' written notice. Any work completed up to the termination date will be invoiced at the agreed rate. Deposits are non-refundable unless otherwise agreed in writing.Subscriptions may be terminated with 30 days' written notice prior to the next billing cycle, after the three-month initial term. Notice given after a billing cycle has commenced does not cancel that month's fee.

10.2 Termination by the Agency

The Agency reserves the right to terminate an engagement with 14 days' written notice if: the Client fails to pay outstanding invoices; the Client behaves in a manner that is abusive, dishonest, or fundamentally inconsistent with a professional working relationship; or the project is no longer viable for reasons outside the Agency's control.

10.3 Effect of termination

Upon termination, all outstanding invoices become immediately due. The Agency will deliver any completed Deliverables for which full payment has been received. Work in progress at the point of termination will be invoiced at a pro-rata rate based on effort completed.

Liability

11.1 Limitation

The Agency's total liability to the Client in connection with any engagement, whether in contract, tort, or otherwise, is limited to the total fees paid by the Client for the specific project or Subscription period giving rise to the claim.

11.2 Exclusions

The Agency is not liable for: loss of revenue, profit, or business opportunity; indirect or consequential losses; losses arising from the Client's use of Deliverables in ways not intended or approved by the Agency; or errors in Client-supplied content.

11.3 No warranty on outcomes

Except as expressly provided in the 90-Day Performance Guarantee (clause 12), the Agency does not guarantee specific business outcomes, search engine rankings, advertising performance, or revenue results. All other projections and targets discussed during a project are estimates based on experience and available data, not contractual commitments.

90-Day Performance Guarantee

12.1 Scope

The Guarantee applies to Subscriptions (all tiers) and covers the first 90 days of the engagement, measured from the agreed kickoff date. It does not apply to fixed-scope project work unless expressly stated in the Proposal.

12.2 Agreed outcomes

Before kickoff, the Agency and the Client agree in writing, in the Proposal or the kickoff document, the specific, measurable outcomes for the first 90 days and how each will be measured. Only outcomes recorded in writing in this way fall under the Guarantee.

12.3 Remedy

If the agreed outcomes have not been met by day 90, the Agency will continue the associated work at no additional Subscription fee until they are met. This continued work is the sole and exclusive remedy under the Guarantee; fees already paid are not refundable under this clause, and third-party costs (such as advertising spend, licences and hosting) remain the Client's responsibility throughout.

12.4 Conditions

The Guarantee is conditional on the Client meeting its obligations under clause 6 (content, approvals, access and response times), maintaining any advertising budgets and third-party services agreed at kickoff, and not making material changes to scope, brand or platform during the 90-day period without the Agency's written agreement. The Guarantee does not cover shortfalls caused by force majeure, third-party platform changes or outages, or factors documented at kickoff as outside the Agency's control.

Governing law

These terms are governed by the laws of the Netherlands. Any disputes arising from or in connection with these terms shall be subject to the exclusive jurisdiction of the competent courts in The Hague (Den Haag), Netherlands.

Before initiating formal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation for a period of at least 30 days.

Changes to these terms

The Agency may update these terms from time to time. Clients will be notified of material changes. Continued engagement with the Agency after notification of changes constitutes acceptance of the updated terms.

Current version: July 2026.