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Terms &
Conditions

Version 2.0 · Last updated: 7 August 2026

These terms apply to every offer, proposal and agreement between Nerve III and the client. They set the framework. The particulars of each engagement, including what is to be done, by when, by whom and for how much, are set out in the proposal for that engagement. Where a signed proposal and these terms conflict, the proposal prevails. The applicability of any general terms and conditions of the client is expressly excluded, including where the client purports to declare them applicable in an order, purchase order or acknowledgement.

1. Parties and definitions

1.1 These terms are issued by:

1.2 "The client" means the party commissioning the work in the course of a business or profession. This includes a company, a partnership, a sole trader and an independent professional acting in that capacity. The studio contracts with businesses only and does not contract with consumers within the meaning of Article 7:5 of the Dutch Civil Code.

1.3 "The proposal" means the written document in which the studio sets out the subject matter, deliverables, dates and fee for a specific engagement. "The deliverables" means the materials the studio produces for the client under that proposal.

1.4 "In writing" includes email. A statement sent to the email address most recently used by the other party for correspondence about the engagement is regarded as having been received.

1.5 Headings are for convenience and do not affect interpretation. Words such as "including" are not words of limitation.

1.6 The studio is established in the Netherlands and accepts engagements from clients established elsewhere. The place of performance is the Netherlands in every case, irrespective of where the client is established or where the deliverables are used.

2. Offers and formation of the agreement

2.1 Prices and descriptions published on the studio’s website are indicative and do not constitute an offer.

2.2 All proposals issued by the studio are without obligation and remain valid for 30 days from the date of issue unless stated otherwise. An obvious error or omission in a proposal does not bind the studio.

2.3 An agreement is formed only once a written proposal has been accepted in writing by both parties. Acceptance that deviates from the proposal, however minor the deviation, constitutes a counter-offer and does not form an agreement until confirmed in writing by the studio.

2.4 The studio is free to decline an engagement without giving reasons.

3. Scope and deliverables

3.1 Each engagement is defined by a written proposal setting out the subject matter of the work, the deliverables, the agreed start and end dates, and the fee.

3.2 The method, tools and order of work are chosen by the studio, unless the proposal provides otherwise.

3.3 Work falling outside the agreed scope, including additional flows, additional wireframes, additional rounds of analysis or attendance at further sessions, is quoted separately and is not commenced until agreed in writing.

3.4 The studio performs the agreement to the best of its ability and with the care to be expected of a competent practitioner. Unless expressly agreed otherwise in the proposal, the obligation is an obligation of means (inspanningsverbintenis) and not an obligation of result (resultaatsverbintenis).

3.5 Dates stated in the proposal are estimates and are not fatal deadlines (fatale termijnen) unless expressly designated as such in writing.

4. Who performs the work

4.1 The studio is a one-person practice. Engagements are performed personally by the studio owner by default.

4.2 Where an engagement calls for it, the studio may engage an independent designer, researcher or other specialist to work on that engagement. The studio informs the client who that person is before they begin work on the client’s engagement.

4.3 Any person so engaged is bound in writing to confidentiality on terms no less protective than section 11, and, where they process personal data, to the obligations described in section 12.

4.4 The studio remains responsible to the client for work performed by any person it engages, as if the studio had performed it itself.

4.5 Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code are excluded, so that the studio may perform the agreement through others as provided in this section.

4.6 Where the proposal expressly provides that the work is to be performed personally by the studio owner, clause 4.2 does not apply to that engagement.

5. Obligations, warranties and indemnity of the client

5.1 The client shall provide, in good time, everything the studio reasonably requires in order to perform the agreement, including access to the relevant product, access to relevant analytics or usage data, a single named point of contact, and responses to reasonable questions within a reasonable period.

5.2 Where the client fails to provide such information, access or responses in good time, the agreed timeline is extended by a corresponding period, the studio is entitled to reschedule the work to the next available capacity, and any resulting additional costs may be charged to the client.

5.3 The client warrants that it is entitled to share any data, materials, credentials or access provided to the studio; that doing so infringes no right of any third party and no applicable data protection legislation; and that the materials provided are accurate and complete in all material respects.

5.4 The client indemnifies the studio against all third-party claims, and against all costs reasonably incurred in defending them, arising from or connected with a breach of clause 5.3, or with the client’s use or implementation of the deliverables. This indemnity does not apply to the extent the claim results from intent or deliberate recklessness on the part of the studio.

6. Delivery, acceptance and complaints

6.1 Deliverables are delivered electronically. Delivery is complete once the deliverables have been made available to the client at the agreed location or sent to the agreed address.

6.2 The client shall examine the deliverables promptly on delivery. Any complaint concerning the deliverables or the performance of the agreement must be notified to the studio in writing, describing the defect in reasonable detail, within 14 days of delivery, or within 14 days of the date on which the client could reasonably have discovered the defect.

6.3 Where no complaint is made within that period, the deliverables are deemed accepted and the client’s right to rely on the defect lapses, in accordance with Article 6:89 of the Dutch Civil Code.

6.4 A complaint made in good time does not suspend the client’s payment obligations.

6.5 Where a complaint is well founded, the studio shall, at its option, correct the defect or re-perform the affected part of the work. Where correction is not reasonably possible, the studio shall credit a proportionate part of the fee. This is the client’s sole and exclusive remedy in respect of the defect, without prejudice to section 14.

7. Revisions

7.1 Each engagement includes the number of revision rounds stated in the proposal. Unused rounds are not carried over and are not refunded.

7.2 A revision round means a single consolidated set of requested changes, comprising corrections, clarifications or the reworking of a recommendation within the agreed scope. Requests submitted together constitute one round. Requests submitted on separate occasions constitute a separate round on each occasion.

7.3 Revisions must be requested within three months of final delivery, unless the proposal states a different period. After that period the work is regarded as closed and no further revision rounds may be called upon.

7.4 Requests falling outside the agreed scope, or arising from changes made by the client to the product after delivery, do not constitute revisions and are quoted separately as new work.

8. Prices, VAT and payment

8.1 All prices are stated in euros and exclude VAT (BTW) and any third-party costs agreed in advance, including participant incentives and paid research tooling.

8.2 VAT is applied as follows:

8.3 Unless the proposal provides otherwise, a deposit of 50% of the fee is invoiced upon acceptance of the proposal. Work does not commence until the deposit has been received. Where the deposit is not received within 14 days of the invoice date, the studio is entitled to release the reserved capacity and to reschedule the engagement.

8.4 The remaining 50% is invoiced upon delivery. Each invoice is due within 14 days of its date, unless the proposal states otherwise.

8.5 The deposit is non-refundable in the event of cancellation, irrespective of when notice is given. Section 9 applies.

8.6 Payment terms are of the essence. Where an invoice is not paid within the applicable period, the client is in default by operation of law without further notice of default being required, and statutory commercial interest pursuant to Article 6:119a of the Dutch Civil Code becomes payable from the day following the due date.

8.7 All extrajudicial collection costs incurred by the studio are payable by the client, calculated in accordance with the Dutch Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten) subject to a minimum of €40, together with all judicial and enforcement costs actually incurred.

8.8 The client is not entitled to set off any amount against sums owed to the studio, or to suspend payment on any ground.

8.9 Payments are applied first to costs, then to interest, then to the oldest outstanding invoice, irrespective of any contrary designation by the client.

8.10 All amounts are payable in euros. Bank charges, currency conversion costs and intermediary bank fees are borne by the client, and the amount received by the studio must equal the invoiced amount.

8.11 All amounts are payable free of any deduction. Where the client is required by the law of its own country to withhold or deduct any tax from a payment, the amount payable is increased so that the studio receives the sum it would have received had no such withholding or deduction been required. The client shall provide the studio with the documentation needed to claim relief under any applicable double taxation treaty.

9. Postponement and cancellation

9.1 Capacity is reserved exclusively for the client for the agreed period, and other work is declined for that period. The amounts set out below represent a proportion of the agreed fee reflecting capacity reserved and work performed. The parties agree that these amounts constitute a reasonable pre-estimate of the loss suffered by the studio and are compensatory in nature.

9.2 The client may postpone an engagement once, by written notice given at least 14 days before the agreed start date, to a new start date falling within three months. A second postponement, or notice given later than 14 days before the start date, is treated as a cancellation under clause 9.3.

9.3 An engagement may be cancelled by the client in writing at any time. Unless the proposal provides otherwise, the following amounts are payable:

9.4 The midpoint is calculated by reference to the start and end dates stated in the proposal. Where findings or deliverables have already been presented, the full fee is payable irrespective of when notice of cancellation is given.

9.5 Third-party costs already committed on the client’s behalf, including participant incentives and paid tooling, are payable in addition and are not covered by the percentages in clause 9.3.

9.6 Where the studio is unable to perform the agreement for reasons attributable to the studio, amounts paid in respect of work not yet performed are refunded in full within 14 days.

10. Intellectual property

10.1 Upon receipt of payment in full, the studio transfers to the client the rights in the deliverables produced specifically for the client, being the report, findings, recommendations and wireframes. The client may use those deliverables for any purpose within its own business, including modifying them and having them implemented by others.

10.2 Where payment has not been made in full, all rights in the deliverables remain with the studio and the client is not entitled to use, publish or disclose them.

10.3 The studio retains all rights in its underlying methods, frameworks, templates, checklists, tooling and general knowledge and experience, including knowledge and experience acquired in the course of the engagement. Nothing in these terms restricts the studio from working for other clients, including clients operating in the same sector as the client.

10.4 Moral rights within the meaning of Article 25 of the Dutch Copyright Act (Auteurswet) remain with the studio to the extent they cannot be transferred. The studio waives the right to object to alterations of the deliverables made by the client in the ordinary course of implementing them, and does not waive the right to object to distortion or mutilation that would prejudice its reputation.

10.5 Deliverables may not be resold, licensed or supplied to third parties as a standalone product without the prior written consent of the studio.

10.6 Where the deliverables incorporate third-party material licensed to the studio, that material is sublicensed to the client on the terms of the underlying licence, which are disclosed to the client.

11. Confidentiality and publicity

11.1 Each party shall treat as confidential all non-public information disclosed by the other party in connection with the engagement, shall use it only for the purposes of the engagement, and shall not disclose it to third parties without the prior written consent of the disclosing party. This obligation applies whether or not a separate confidentiality agreement has been signed, and whether or not the information was marked as confidential.

11.2 This obligation survives termination of the agreement and continues for five years thereafter, and indefinitely in respect of information that constitutes a trade secret within the meaning of the Dutch Trade Secrets Protection Act (Wet bescherming bedrijfsgeheimen).

11.3 Where the client wishes to put a separate non-disclosure agreement in place, the studio is willing to enter into a reasonable one, and it is agreed alongside the engagement. The absence of such an agreement does not reduce the obligation in clause 11.1.

11.4 The obligation in clause 11.1 does not apply to information that is or becomes public without breach of these terms, that was already lawfully known to the receiving party, that is independently developed without use of the disclosed information, or whose disclosure is required by law or by order of a competent authority, provided that the disclosing party is notified in advance where doing so is lawful.

11.5 The studio may identify the client as a client of the studio, by name and logo, and may describe the general character of the work, including the sector, the type of problem addressed and the approach taken. That use is permitted in the studio’s portfolio, on its website and social channels, in proposals to prospective clients, and in applications for awards or speaking engagements.

11.6 For the purposes of clause 11.5 the client grants the studio a non-exclusive, royalty-free, worldwide licence to reproduce its name, trade name and logo, in their then-current form, for as long as that use continues. The studio shall reproduce the logo without alteration other than proportional resizing, and shall not suggest any endorsement, partnership or approval beyond the fact that the work was carried out.

11.7 The prior written consent of the client is required in order to reproduce client materials, screens, prototypes or deliverables; to quote the client or any individual; or to publish any figure, metric, commercial result or other non-public detail. Consent once given may be withdrawn, with effect for the future.

11.8 The client may object to the use permitted by clause 11.5 at any time, by written notice and without giving reasons, and may agree in the proposal that clause 11.5 shall not apply to that engagement at all. On receipt of an objection the studio shall cease the use and remove the material from channels under its own control within 30 days. Material already printed, distributed, cached, archived or held by a third party need not be recalled.

11.9 Clauses 11.5 to 11.8 do not permit the disclosure of any information that is confidential under clause 11.1, and are subject to any non-disclosure agreement entered into under clause 11.3.

12. Personal data

12.1 Whether an engagement involves personal data, and in what capacity each party acts, is established in writing before the processing begins. The allocation of roles is a question of fact, determined by who decides the purposes and means of the processing.

12.2 Where the studio processes personal data on behalf of the client, the client is the controller and the studio is the processor within the meaning of Article 4 GDPR. Such processing is carried out only under a written data processing agreement concluded in accordance with Article 28 GDPR. Where no such agreement has been concluded, the studio is entitled to suspend the processing of personal data until it has been.

12.3 The client is responsible for establishing a lawful basis for the processing, for informing the individuals concerned, and for handling any request they make in exercise of their rights. The studio assists the client with such requests to the extent required by Article 28(3) GDPR.

12.4 Where the studio recruits research participants directly, the studio is the controller in respect of that recruitment and provides those participants with its own privacy notice before any data is collected.

12.5 Sub-processors, including any tool that will handle personal data and any person engaged under section 4, are identified before the engagement begins. The client may object to a proposed sub-processor on reasonable grounds, in which case the parties shall agree an alternative or, failing agreement, either party may terminate the affected part of the engagement, with the client liable for work performed up to that point.

12.6 Sessions are recorded only where recording has been agreed for that engagement and the person recorded has consented in advance.

12.7 The studio’s own processing of enquiry and client contact data, in which it acts as controller, is described in the privacy policy.

13. Nature of the advice, and use of the deliverables after delivery

13.1 The studio undertakes to perform its work with due care and professional skill, on the basis of evidence gathered during the engagement.

13.2 The studio gives no guarantee as to any particular commercial outcome, including conversion rates, revenue, retention, ranking or investment outcomes, all of which depend on decisions, execution and market conditions outside the studio’s control.

13.3 Recommendations constitute advice. Whether and how to implement them is a decision for the client, and the consequences of implementation are borne by the client.

13.4 The deliverables address the product and the questions described in the proposal, as they stood during the engagement. The studio gives no legal, tax or regulatory advice, and the deliverables may not be relied upon for those purposes.

13.5 Accessibility findings may form part of an engagement where the proposal so provides. Such findings are made as a matter of research and design practice. They do not constitute a conformance assessment, audit or certification against the Web Content Accessibility Guidelines, EN 301 549, the European Accessibility Act, or any other standard or legislation, and they do not constitute legal advice as to whether the client meets an obligation arising under them. A formal conformance assessment is a separate exercise, undertaken only where the proposal expressly provides for it and describes the standard and version to be applied. Responsibility for the client’s own compliance rests with the client.

13.6 The deliverables are prepared for the client and for the purpose described in the proposal. No third party may derive any right from them, and the studio accepts no liability towards any third party to whom the client discloses them.

13.7 Responsibility for the deliverables and for their use passes to the client on delivery. The client decides whether to act on them, how, when, in what order and to what extent, and bears the consequences of that decision in full.

13.8 The studio has no involvement in implementation and no responsibility for it. Where the deliverables are implemented by the client, by its staff, or by any third party, the studio is not responsible for the manner of implementation, for the quality of what is built, for any departure from what was recommended, for any decision to implement part only, or for any resulting outcome.

13.9 The deliverables state a position as at the date of delivery, on the basis of the product, the data and the circumstances as they then stood. The studio is under no obligation to monitor, revisit, update, correct or re-issue them, and under no obligation to notify the client of any later development, change in practice, change in the market or change in the law, unless a separate written agreement provides for it. It is for the client to determine whether the deliverables remain current before relying on them.

13.10 Where the deliverables are modified, abridged, summarised, translated, combined with other material, or acted on selectively, the studio is not responsible for the resulting material or for any conclusion drawn from it, and the client shall not attribute that material to the studio.

13.11 From delivery onward the client is responsible for the storage, security, access control, retention and distribution of the deliverables and of every copy of them, and for any personal data they contain.

13.12 The studio accepts no responsibility for the continued accuracy of any third-party data, benchmark, market observation or product behaviour reproduced or described in the deliverables, all of which are liable to change after delivery.

13.13 Nothing in this section limits the studio’s obligation under clause 6.5 to correct a defect in the deliverables notified in good time under clause 6.2.

14. Liability

14.1 To the extent permitted by law, the total liability of the studio under or in connection with any engagement, on any legal basis whatsoever, is limited to the fee paid by the client in respect of that engagement.

14.2 The studio is not liable for indirect or consequential loss, including loss of profit, loss of revenue, loss of anticipated savings, loss of data, loss of goodwill, reputational harm or business interruption.

14.3 A condition for any right to compensation is that the client notifies the studio of the loss in writing within 14 days of discovering it.

14.4 Any claim against the studio lapses if it is not brought before a competent court within twelve months of the date on which the client became aware, or could reasonably have become aware, of the facts giving rise to the claim.

14.5 The limitations in this section do not apply in the event of intent or deliberate recklessness on the part of the studio, or in respect of any liability that cannot be limited or excluded under mandatory law.

14.6 These terms are stipulated for the benefit of the studio and of every person engaged by it in the performance of the agreement, each of whom may invoke them. The client shall not bring a claim directly against any such person.

15. Third-party tools and data

15.1 Engagements may involve analytics platforms, session recording tools or research software operated by the client or by third parties. The tools used are selected for each engagement and, where they will handle personal data, identified in advance under clause 12.5.

15.2 The studio is not responsible for the availability, accuracy or lawfulness of a tool operated by the client or by a third party, nor for the accuracy of data derived from it. The client is responsible for ensuring that it is entitled to share any such data with the studio.

15.3 Where a paid tool is required for an engagement and is not already held by the studio, the cost is agreed in advance and charged on.

16. Force majeure

16.1 The studio is not liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including illness or incapacity of the studio owner, failure of third-party services, loss of connectivity, cyber attack, and measures imposed by public authorities.

16.2 The studio shall notify the client of such a circumstance without undue delay and shall propose a revised timeline.

16.3 Where a situation of force majeure continues for more than 30 days, either party may terminate the agreement in writing, in which case the client is liable for the work performed up to that point and nothing further.

17. Suspension and termination

17.1 The studio may suspend performance or terminate the agreement with immediate effect, without liability and without judicial intervention, where the client is in default of payment, where the client fails to fulfil its obligations under section 5 after having been given a reasonable opportunity to do so, or where the client is declared bankrupt, applies for suspension of payments, is placed under administration or ceases to trade.

17.2 Upon such suspension or termination, all sums invoiced and all sums in respect of work performed become immediately due and payable.

17.3 Sections 10, 11, 12, 13, 14 and 20 survive termination of the agreement.

18. Assignment and continuity

18.1 The client may not assign or transfer the agreement, or any right or obligation under it, without the prior written consent of the studio.

18.2 The studio may transfer the agreement, together with these terms, to a legal entity through which it continues to carry on the same business, on written notice to the client. The client consents in advance to such a transfer.

18.3 Where the studio owner dies or becomes permanently unable to perform, the agreement ends by operation of clause 16.3, the client is liable for work performed up to that point, and material belonging to the client is returned or erased at the client’s direction.

19. Miscellaneous

19.1 If any provision of these terms is or becomes invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision is replaced by a valid provision approximating its purpose as closely as possible.

19.2 The proposal together with these terms and, where applicable, the data processing agreement, constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior statements and understandings.

19.3 The studio may amend these terms. The version applicable to an engagement is the version in force on the date the proposal is accepted, and a later amendment does not affect an engagement already agreed.

19.4 Failure or delay by the studio in exercising a right does not constitute a waiver of it.

19.5 These terms are drawn up in English. Where a translation is provided and a discrepancy arises, the English text prevails.

19.6 Each party warrants that it is not subject to sanctions imposed by the European Union, the Netherlands, the United Nations, the United Kingdom or the United States, and that it is not owned or controlled by a person who is. Each party shall comply with applicable anti-bribery, anti-money-laundering, sanctions and export control legislation. The studio may terminate the agreement with immediate effect, without liability, where this warranty ceases to be accurate or where performance would breach any such legislation.

20. Governing law and jurisdiction

20.1 These terms and all agreements to which they apply are governed exclusively by Dutch law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is excluded.

20.2 Disputes are submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands. Before commencing proceedings, the parties shall first attempt to resolve the matter by direct discussion for a period of 30 days.

20.3 The choice of law in clause 20.1 is made pursuant to Article 3 of Regulation (EC) No 593/2008 (Rome I), and the choice of forum in clause 20.2 pursuant to Article 25 of Regulation (EU) No 1215/2012 (Brussels I recast), and applies irrespective of where the client is established. Where the client is established outside the European Union, the client submits to that jurisdiction and waives any objection based on forum or the place of performance.

20.4 Proceedings are conducted in Dutch or, where the court permits, in English. Documents in another language are submitted with a translation, at the cost of the party relying on them.

20.5 Nothing in this section prevents the studio from applying to any competent court for interim or protective measures, or from enforcing a judgment in any jurisdiction in which the client holds assets.

These terms are made available before or at the time an agreement is concluded, and are supplied on request, free of charge, in a form that can be stored and reproduced. Questions may be sent to info@nerveiii.com. See also the privacy policy.