1.1 NTL / Contractor: New Things Lab B.V., registered with the Dutch Chamber of Commerce (KvK) under number 85256889, with its registered office in Delft, the Netherlands.

1.2 Client: the (legal) person negotiating or entering into an agreement with NTL.

1.3 Agreement: any arrangement between NTL and Client for the performance of work, including the quotation as accepted by Client.

1.4 Assignment / Work: the services to be performed by NTL, including industrial design, product development, engineering, prototyping and consultancy.

1.5 Result: all outcomes of the Assignment, in any form, including concepts, sketches, designs, models, technical drawings, specifications, prototypes, renders, source code, source files, reports and advice.

1.6 Pre-existing IP / Background knowledge: all intellectual property rights, knowledge, methods, techniques and tools developed or acquired by NTL before or outside the Assignment.

1.7 In writing: by letter or e-mail, or by other electronic means insofar as the law permits.

2.1 These terms apply to all quotations, offers and agreements under which NTL provides services, and to all resulting obligations.

2.2 These terms are intended for business clients. For the sale of products to consumers, NTL uses separate sales terms.

2.3 Deviations apply only if agreed in writing between the parties, and only for the agreement for which they were made.

2.4 The applicability of any purchasing or other terms of Client is expressly rejected.

2.5 In the event of conflict between the quotation/agreement and these terms, the quotation/agreement prevails.

3.1 NTL's quotations are without obligation and valid for 30 days from their date, unless stated otherwise.

3.2 All amounts are in euros and exclusive of VAT, and exclusive of third-party costs unless expressly stated otherwise.

3.3 Quoted prices are based on the information and scope known at the time. Client is responsible for ensuring that the data on which NTL bases the quotation are correct and complete.

3.4 The agreement is formed when Client accepts the quotation in writing, or when NTL starts work with Client's consent.

3.5 Quoted rates do not automatically apply to follow-up assignments.

4.1 NTL performs the Assignment to the best of its insight and ability, as a best-efforts obligation. NTL does not guarantee any intended commercial result.

4.2 Stated deadlines are indicative and are not strict deadlines, unless expressly designated as strict in writing.

4.3 Client ensures that all data, materials and facilities NTL needs for performance are available in good time and in full.

4.4 NTL may perform the Assignment in phases and invoice each completed part separately.

4.5 Delay or additional costs caused by incomplete or incorrect input from Client are for Client's account.

5.1 NTL may engage third parties for performance. Where reasonable, NTL consults Client about this.

5.2 Third-party costs are for Client's account where agreed; NTL may apply a surcharge.

5.3 If Client itself engages third parties who may affect performance, this is done in consultation with NTL.

5.4 NTL is not liable for shortcomings of third parties appointed by or on behalf of Client.

6.1 If Client changes the assignment, briefing or scope, or if incorrect or late input leads to extra work, this constitutes additional work.

6.2 Additional work is charged separately at NTL's rates applicable at that time. NTL informs Client in advance, unless the nature of the work does not allow this.

6.3 The absence of a prior written instruction for additional work does not affect NTL's right to remuneration.

7.1 All intellectual property rights in the Result vest in NTL. Pre-existing IP and Background knowledge remain NTL's property at all times.

7.2 Transfer of intellectual property rights in (parts of) the Result takes place only if agreed in writing and against an agreed fee. Until transfer and full payment thereof, Client obtains only a right of use (licence) in accordance with article 8.

7.3 NTL is permitted to use technical solutions, methods and generic knowledge developed or applied during the Assignment for other assignments as well, provided that no confidential information or specific protected outcomes of Client are disclosed.

7.4 NTL does not investigate third-party rights (such as patent, trademark or design rights) or freedom to operate, unless separately instructed in writing.

8.1 Upon full performance of its obligations, Client obtains an exclusive right to use the Result for the agreed purpose. If no arrangements have been made about the purpose, the right of use is limited to the purpose for which the Assignment was evidently given.

8.2 Use that is broader than or different from what was agreed, including modification of the Result or having it developed further by third parties, requires NTL's prior written consent. NTL may attach conditions to this, including an additional fee.

8.3 The right of use is not transferable without NTL's consent, except upon transfer of Client's entire business.

8.4 As long as Client has not fully met its (payment) obligations, or upon termination of the agreement due to a shortcoming on Client's part, any right of use granted lapses.

8.5 NTL may use the Result for its own promotion, portfolio and acquisition, including on its website and social media, with due regard for any agreed confidentiality or embargo.

8.6 NTL is entitled to be credited as the designer when the Result is published, in the manner customary for that result.

9.1 NTL is entitled to a fee, in the form of an hourly rate, a fixed price (per project or per track), a phased fee, or another agreed form.

9.2 In addition to the fee, the costs NTL incurs for performance are eligible for reimbursement, including travel and accommodation costs, costs for prototypes, proofs, materials and third-party costs.

9.3 NTL may adjust its rates annually. For ongoing fixed-price arrangements this applies only to work agreed thereafter.

10.1 Payment is made within 30 days of the invoice date, without set-off, discount or suspension, unless agreed otherwise in writing.

10.2 NTL may require an advance payment and invoice on an interim or periodic basis.

10.3 If Client does not pay on time, it is in default without further notice of default. From that moment the statutory commercial interest (Article 6:119a of the Dutch Civil Code) is due. In addition, the collection costs are for Client's account, with a minimum of € 150 excl. VAT or, if higher, 10% of the outstanding amount.

10.4 All items delivered and the Result remain NTL's property until Client has paid all amounts due in full (retention of title).

10.5 NTL may suspend performance for as long as Client remains in default after a written reminder and a 14-day period.

11.1 Before a final Result goes into production, is reproduced or made public, NTL first submits the latest version (such as a prototype or proof) to Client for review and approval. Client responds within a reasonable period.

11.2 Complaints about the Result are reported to NTL in writing as soon as possible, and no later than 10 working days after delivery. After that, the Result is deemed to have been accepted.

11.3 Minor deviations that do not materially affect the use of the Result do not entitle Client to rejection, price reduction, damages or rescission.

12.1 NTL is liable only for direct damage that is the direct result of an attributable shortcoming by NTL in the performance of the Assignment.

12.2 Liability for indirect and consequential damage is excluded, including but not limited to lost profit, missed savings, loss of turnover, reputational or image damage, recall costs, loss of production, business interruption and loss or corruption of data.

12.3 Except in the event of intent or deliberate recklessness on NTL's part, NTL's total liability is limited to the fee agreed for the relevant Assignment (or the part thereof to which the liability relates), with an absolute maximum of € 100,000 per event or connected series of events and € 200,000 per calendar year.

12.4 If NTL's liability insurer pays out in a specific case, NTL's liability never exceeds that payout plus the deductible. If, for any reason, no payment is made under the insurance, NTL's liability remains limited to the amounts stated in article 12.3.

12.5 A claim against NTL must be submitted in writing and substantiated within 12 months after Client discovered or could reasonably have discovered the damage. In any event, every claim lapses 12 months after the end of the Assignment, regardless of whether that end results from completion, termination or rescission.

12.6 Liability is conditional upon Client giving NTL written notice of default and a reasonable period to remedy, unless performance is permanently impossible.

13.1 NTL warrants that the Result has been designed by or on behalf of it and that, to the best of its knowledge at the time of delivery, it does not infringe third-party rights.

13.2 Client is responsible for the application, further development, production and commercialisation of the Result, including compliance with statutory, safety and certification requirements for the end product.

13.3 Client indemnifies NTL against all third-party claims arising from the use, production or marketing of the Result, including claims under product liability, except insofar as these are the direct result of a shortcoming for which NTL is liable under article 12.

13.4 Client indemnifies NTL against claims relating to materials, data or instructions provided by Client.

14.1 The parties treat confidential information they receive from each other in connection with the Assignment as confidential and use it only for the performance of the Assignment.

14.2 The parties also impose this obligation on employees and engaged third parties.

14.3 A separately agreed non-disclosure agreement (NDA) prevails over this article in the event of conflict.

15.1 In the event of force majeure, obligations are suspended for the duration of the force majeure; during that period neither party is obliged to perform or to pay damages.

15.2 Force majeure includes: shortcomings or delays of suppliers, malfunctions, cyberattacks or hacks, fire, illness, pandemic or epidemic, government measures, and other circumstances beyond the reasonable control of the party concerned.

15.3 If the force majeure lasts longer than 60 days, both parties may terminate the agreement in whole or in part, without any obligation to pay damages.

15.4 In the event of force majeure, NTL retains the right to payment for work already performed and for unavoidable costs, including orders already placed with third parties.

16.1 In the event of an attributable shortcoming, one party first gives the other written notice of default, with a reasonable period to remedy.

16.2 If Client terminates the agreement prematurely without an attributable shortcoming by NTL, or if NTL rescinds the agreement due to an attributable shortcoming by Client, Client owes the fee and costs for the work already performed, increased by 30% of the remaining fee that would have been due on full performance, as well as the costs of commitments already entered into by NTL with third parties.

16.3 Both parties may terminate the agreement with immediate effect in the event of bankruptcy, (provisional) suspension of payments or debt restructuring of the other party; all amounts due then become immediately payable.

16.4 If the work consists of structurally recurring activities (a continuing-performance agreement), it may be terminated in writing by either party with a notice period of at least 3 months, unless the parties agree otherwise in writing.

17.1 If NTL processes personal data on Client's behalf in connection with the Assignment, NTL qualifies as processor and Client as controller within the meaning of the GDPR, and the parties conclude a data processing agreement.

18.1 Dutch law applies to all agreements between NTL and Client.

18.2 The parties first attempt to resolve disputes by mutual consultation. Failing that, the District Court of The Hague has jurisdiction, without prejudice to NTL's right to submit the dispute to the court having jurisdiction by law.

19.1 If any provision of these terms is void or voidable, the remaining provisions remain in force. The parties will then consult to replace the provision concerned with a valid provision that approximates its purpose as closely as possible.

19.2 NTL may amend these terms; the amended terms apply to agreements formed thereafter.

19.3 These terms are provided or sent to Client no later than upon conclusion of the agreement and are also available free of charge on request.

19.4 These terms are drawn up in English, which is the authoritative version. A Dutch translation is available for convenience; in the event of any discrepancy between the English and Dutch versions, the English version prevails.