Terms & Conditions

We are not fans of formal pages full of legal jargon. But some things are worth putting in writing, so we both know where we stand. Below are our terms and conditions, in plain English.

Article 1. Definitions

A few capitalised terms we use in this document:

• We / us: Sircle Agency (sircle.agency), based at Zwaardstraat 16 in The Hague (2584 TX), the Netherlands. Chamber of Commerce (KVK) number: 78204240.
• You: the party that enters into an agreement with us, in other words our client.
• Agreement: the signed proposal, order confirmation or service contract between you and us.
• Website: sircle.agency.
• Parties: you and us together.

Article 2. Applicability

These terms apply to all our quotes, offers and agreements. They are explicitly declared applicable in our proposals. By signing a proposal for approval, you also agree to these terms.

Your own general or purchasing terms do not apply. Deviations are only valid if we have agreed them together in writing.

These terms also apply to third parties we engage to help us carry out the Agreement.

Article 3. Quote

Our quote is without obligation and valid for 30 days from the date it is sent. After that, we may change or withdraw it.

If the quote is based on incorrect or incomplete information from your side, we may also adjust or withdraw it.

Article 4. Formation and end of the Agreement

The Agreement comes into effect the moment that:

• you have signed our order confirmation for approval, or
• any agreed down payment has reached us, or
• we confirm the assignment in writing, or
• we start work at your request.

Does your acceptance differ from our offer? Then we are not automatically bound by it, only after explicit approval by email.

The Agreement ends:

• On completion of the work and once all invoices have been paid.
• Immediately if either party files for suspension of payment or bankruptcy, or if the business is wound up.
• By early termination, see Article 13 below for the details.

Article 5. What can you expect from us?

We are going to help you grow. The exact arrangements are set out in the proposal, which may be custom work or a fixed number of hours per month/quarter that we dedicate to you.

We commit 100% to the best result, but we do not guarantee a specific outcome. We are responsible for deploying the right tools and expertise within the budget you give us. We carry out our work to the best of our insight and ability.

We may engage third parties (freelancers, partners) to help us. We do this carefully. If this leads to extra costs, we discuss that in advance.

Timelines in our quotes are target dates, not hard deadlines, unless we explicitly agree otherwise. A timeline only starts once we have received all the information we need from you.

Article 6. Additional work

Does the work become larger or different from what was originally agreed? Then it counts as additional work. Think of extra feedback rounds, large volumes of input, or work outside the original scope.

We invoice additional work afterwards (on a time-spent basis), unless we agree otherwise in writing. Would you like to take more hours per month? Then we adjust that right away and send an invoice for the difference.

We always discuss additional work and the associated costs in advance.

Article 7. Investment and payment

7.1 Investment and VAT. The investment is stated in the Agreement. All amounts are exclusive of VAT.

7.2 Payment term. Standard 14 days from the invoice date. For larger organisations, a term of up to 30 days can be set out in the Agreement. Different terms are only valid if agreed in writing. Verbal promises do not count.

7.3 Invoicing rhythm. Projects: 50% down payment before we start, the remainder on delivery (unless agreed otherwise). Monthly or quarterly subscriptions: invoiced in advance, preferably by direct debit (SEPA business).

7.3a Down payment. The down payment is non-refundable. It covers the hours and the purchasing we incur at the start of the project, such as strategy, research, concept and the reservation of capacity and of third parties engaged. In the event of early termination by you, the down payment is set off against the hours already spent and costs already incurred, and is not refunded. If the value of the work already performed exceeds the down payment, we will invoice the difference. See also Article 13.

7.4 Work starts after payment. We reserve the right to only begin work once the (first) invoice has been paid.

7.5 Escalation procedure for overdue payment. If the payment term is exceeded, we follow the steps below:

• Day +3: first friendly payment reminder.
• Day +10: second reminder with an explicit warning of default and additional costs.
• Day +20: formal notice of default (14-day letter). From this point, all work is suspended until all outstanding amounts have been paid.
• Day +35: transfer to a collection agency or legal service provider. All associated costs are for your account.

7.6 Consequences of default. From the due date, you owe the statutory commercial interest on the outstanding amount without any reminder, increased by:

• Out-of-court collection costs of 15% of the principal sum, with a statutory minimum of €40.
• Administration costs of €35 per reminder from the second reminder onwards.
• Any court costs reasonably incurred to enforce payment.

7.7 Suspension and access. From the formal notice of default (day +20), we may suspend all work, access to management environments, publication of new content and support. For hosting and infrastructure (Maintenance & Support), an additional grace period of 10 days applies before suspension takes place, so as not to disrupt your operations abruptly, after which these services are suspended too.

7.8 Deliverables while invoices are outstanding. As long as an unpaid invoice is outstanding, new deliverables are not released. See also Article 12 (Intellectual property): ownership and right of use only transfer upon full payment.

7.9 Personal data. Regardless of any dispute, we always transfer the personal data we process on your behalf on request. We never withhold it, in line with the GDPR.

7.10 Different payment arrangements are recorded exclusively in the Agreement or a written addendum to it.

Article 8. Confidentiality

We keep confidential all information we receive from you in the context of the Agreement. The same applies the other way around: information you receive from us that is clearly confidential remains confidential.

Confidential information includes business data, trade secrets, know-how, client contacts and the content of negotiations.

We also impose this duty of confidentiality on employees and engaged third parties.

Article 9. Personal data

We process personal data in the context of our Agreement. How we handle this is explained in our privacy statement.

If we process personal data on your instructions (for example for social media management or email campaigns), we enter into a data processing agreement in accordance with the GDPR. You always remain responsible for that data.

Article 10. Liability

We give it our all, but if something goes wrong we first sit down to talk.

Our liability is limited to direct damage, up to a maximum of the invoice value of the relevant assignment, and in all cases up to the amount our insurer pays out.

Direct damage only includes the reasonable costs of establishing the cause, of carrying out the Agreement correctly after all, and of limiting further damage.

We are never liable for indirect damage, such as lost profit, missed savings or business interruption. Nor for damage arising from incorrect or incomplete information you provided.

Do you feel we are not keeping to the Agreement? Report this by email and give us a reasonable period to resolve it. Only if we fail to respond can we be held liable.

These limitations do not apply in the event of intent or gross negligence on our part.

We are not liable in the event of cybercrime. We do everything we can to prevent it and recommend that clients take out our monitoring services, but we cannot give a 100% guarantee.

Article 11. Force majeure

If we cannot carry out our work due to force majeure, the law releases us from the agreed timeline or obligation to deliver. We may then suspend the work. In that case, neither party is entitled to compensation.

Force majeure includes at least: strikes, illness, fire, power failure, internet or system outages, pandemics and government measures.

Article 12. Intellectual property, right of use and source data

12.1 All work we deliver, concepts, designs, texts, code, recordings, edits, stills, masters and source files, is and remains our intellectual property until all invoices relating to the Agreement have been paid in full by you.

12.2 Only after full payment of the agreed assignment sum do you obtain a right of use on the delivered and approved end products, for the agreed application.

12.3 A down payment, partial payment or partial execution grants you no partial ownership or right of use on (interim) results. Ownership and right of use transfer exclusively upon full payment of the agreed amount for the relevant deliverables.

12.4 Source data (such as raw photo and video files, project files, design working files, unedited masters, stems and intermediate exports) do not fall under the standard right of use. These remain our property, even after full payment of the assignment sum. Would you like to receive source data? Then we discuss a separate buy-out fee, on top of the assignment sum.

12.5 In the event of early termination of the Agreement, by you or by us, the following applies:

• You obtain the right of use on deliverables that are, at that moment, fully completed, accepted and paid for.
• Deliverables still in production, and all associated source data, remain our property. We are not obliged to hand over work in progress.
• Would you still like to use the interrupted production or source data? Then you can buy it out for the remaining part of the agreed assignment sum, or for a separately agreed buy-out amount.
• Without such a buy-out, you may not use, process, publish or pass on the unfinished material to third parties.

12.6 Use of our work (including source data, unapproved concepts or work in progress) by you or by third parties without full payment or without our explicit written consent qualifies as infringement of our intellectual property rights. In that case, you immediately owe compensation equal to at least three times the original fee, increased by collection and legal costs.

12.7 We always retain the right to use all work we have created for our own portfolio, case studies, presentations and marketing, unless agreed otherwise in writing.

Article 13. Duration and termination

For one-off projects, the Agreement ends automatically after delivery and full payment.

For subscriptions and retainers, a minimum term applies as set out in the Agreement (usually 6 months). After that, it continues monthly with a notice period of 1 month, unless agreed otherwise.

Cancellation is always done in writing by email.

In the event of early termination by you: you pay for all work already carried out plus any costs of third parties we have engaged for you. A down payment already made is non-refundable and is set off against this work and these costs; after all, it covers the hours and purchasing already incurred on our side at that moment. If the value of the work already performed exceeds the down payment, we will invoice the difference. For what happens to work in progress and source data, see Article 12 (Intellectual property, right of use and source data). In short: unfinished deliverables and all source data remain our property; a buy-out is possible for the remaining part of the assignment sum or a separately agreed amount.

In projects where a brand identity, creative direction or comparable concept is developed, the down payment serves as compensation for the initial strategy, concept development and creative exploration. This down payment is non-refundable, including when you do not find the delivered concepts to your taste. Dissatisfaction with the creative direction is different from a shortcoming in performance and does not in itself give a right to a refund. Where a phase or direction has been approved by you in writing (by email), it counts as definitively completed and paid. Later dissatisfaction with an already approved phase gives no right to a refund or credit.

If we terminate the Agreement? Then a notice period of one month applies, during which we still carry out the agreed work.

Article 14. Feedback and revisions

14.1 Creative work grows through feedback. In every proposal we set out how many feedback rounds are included with a deliverable. By default this is one bundled feedback round per deliverable, unless a different number is included in the Agreement.

14.2 A feedback round is one bundled set of changes delivered in one go. Individual change requests that come in after an approved round, or changes after formal approval of the deliverable, fall outside that round and are charged as additional work at our hourly rate (see Article 6).

14.3 Once the agreed number of rounds has been used, the deliverable is considered finally approved. Any further adjustments are additional work from that moment on.

14.4 Conceptual changes of direction, such as a new creative direction, restructuring of the scope or starting over, never fall within feedback rounds. We estimate these kinds of changes upfront as additional work before we start on them.

14.5 If feedback rounds structurally exceed the original budget or planning, we may propose revising the scope. We discuss this with you first before carrying out any extra work.

14.6 If feedback is not provided by you within a reasonable period (by default 10 working days after delivery), we may consider the deliverable approved and send the associated invoice.

Article 15. Applicable law and disputes

Dutch law applies exclusively to these terms and to all Agreements.

We always try to resolve disputes together first. If that does not work, the court in The Hague has jurisdiction.

Article 15a. Content production and shoot days

This article applies to all assignments where we provide one or more shoot days, including film and video productions, photo shoots, interviews, branded content and event coverage.

15a.1 Pre-production costs. As soon as the Agreement comes into effect, we start pre-production: location scouting, storyboard, shooting script, casting brief, planning and crew booking, among other things. These hours are always payable, even if you cancel before the shoot day. They are offset against the down payment or invoiced separately if the down payment is lower than the pre-production costs incurred.

15a.2 Cancellation of the shoot day, two layers.

Layer 1 · Production day. The production value is the fee for the shoot day itself, as specified in the quote (day rate, crew, equipment and direct production costs). If you cancel, the following fees apply over the production value:

• More than 14 days before the shoot day: the down payment is forfeited; no additional costs for the production day itself (but any third-party costs per 15a.3 do apply).
• 7 to 14 days before the shoot day: 75% of the production value is payable. Any down payment already made is fully offset.
• Less than 7 days before the shoot day: 100% of the production value is payable. Any down payment already made is fully offset.

Layer 2 · Post-production and edit. If the shoot day is cancelled, the following applies to the subsequent post-production phase (editing, colour grading, motion graphics, etc.):

• If the post-production phase has not yet started: the fee reserved for it is fully credited or, in consultation, moved to a new shoot date.
• If the post-production phase has already started (e.g. based on previously recorded material or a partial delivery): then you pay for the hours already carried out at our hourly rate per Article 6.

15a.3 Non-recoverable third-party costs. Costs of third parties already booked or engaged, such as external crew, rented equipment, locations, catering, transport and accommodation, are always passed on, regardless of the moment of cancellation and regardless of the terms in 15a.2. This also applies if the cancellation takes place well before the shoot day: once we have contracted third parties, you are liable for the resulting costs we cannot recover.

15a.4 No-show. If the client, talent, interviewee or a person designated by the client does not appear on the agreed shoot day, without timely cancellation (less than 48 hours in advance), this counts as a same-day cancellation: 100% of the production value is payable, increased by all third-party costs incurred (15a.3). Any down payment already made is offset; an additional invoice follows for the remaining amount.

15a.5 Rescheduling. Rescheduling a shoot day is free of charge up to 14 days before the planned shoot date, provided it is requested in writing and the new date falls within 3 months. For rescheduling within 14 days, we charge rescheduling costs of at least €250, increased by any cancellation or change costs of third parties. Rescheduling does not count as a cancellation, but for a second reschedule, or a reschedule of an already moved day, we reserve the right to apply the original cancellation rules (15a.2).

15a.6 Force majeure during production. In the event of force majeure that directly affects the shoot day, such as extreme weather, an incident at the location, or sudden illness of a core team member essential to the production, we reschedule the shoot day free of charge in consultation. Any demonstrably non-recoverable third-party costs already incurred may be passed on. Force majeure on your side (illness of talent, last-minute availability issue, internal planning problem) does not fall under this article and is handled in accordance with 15a.2 and 15a.4.

Article 16. Hosting, security and infrastructure services

This article applies to all services around hosting, server management, email, website security and related infrastructure (such as our Maintenance & Support subscription).

16.1 Uptime and availability. We aim for high availability of the hosted environment (standard 99.9% on a monthly basis). This is a best-efforts obligation, not a hard guarantee. Occasional maintenance, updates, attacks and supplier outages can cause temporary unavailability. We are not liable for this, other than a pro-rata credit of the hosting costs in the event of a demonstrably structural shortcoming.

16.2 Backups. We run daily off-site backups as standard, with a retention of at least 30 days. In the event of data loss, we are liable up to restoring the most recent available backup. We are not liable for loss of data between the last backup moment and the moment of loss. You always remain responsible for your own backup strategy for business-critical data.

16.3 Security incidents and hacks. Despite our monitoring, updates and firewalls, we cannot offer a 100% security guarantee. In the event of a hack, data breach, DDoS or other security incident, we are not liable for direct or indirect damage, unless a court irrefutably establishes intent or gross negligence on our part. We address every incident immediately according to our incident protocol.

16.4 Updates and patches. We periodically run updates on CMS, plugins, themes, server software and certificates. If you refuse or postpone updates, or change systems yourself outside of us, our liability for any resulting problems (vulnerabilities, downtime, compatibility issues) lapses.

16.5 Login details and access. You are responsible for carefully storing and managing access details (passwords, API keys, FTP, admin accounts). We strongly recommend two-factor authentication. Damage from leaked, shared or insecurely stored login details is entirely your responsibility.

16.6 Email deliverability. We set up email infrastructure (SPF, DKIM, DMARC) correctly on a technical level. The actual delivery of emails depends on recipients, mailbox providers, spam filters and the reputation of your domain. We are not liable for undelivered, spam-flagged or delayed emails.

16.7 Domain names. Domain names are always registered in your name (or that of a legal entity within your organisation). We manage the technical settings. You are ultimately responsible for the renewal, ownership and administrative accuracy of the domain. If it is not renewed in time, the domain may lapse, for which we are not liable.

16.8 Third-party services. For part of our services we depend on third parties, including (but not limited to) Hostinger, TITAN Email, Cloudflare, Google Workspace, advertising platforms, CDNs and mail services. Outages, downtime, price changes or policy changes of these third parties are beyond our control. We are not liable for the consequences, but will suggest alternative routes where possible.

16.9 Incident response time. We apply response times depending on the service level taken. Response time means the time within which we confirm an incident and get to work, not the time until full resolution. Resolution time depends on the nature and complexity of the incident and any external dependencies.

16.10 Responsible use. You are responsible for what is published on the environment we host. Violation of laws or regulations (for example copyright, GDPR, misleading advertising) and its consequences are entirely for your account. In such a case, we may suspend the service immediately.

16.11 Liability cap. For all services described in this article, our total liability, in addition to Article 10, is in any case limited to a maximum of the hosting fee of the past twelve months, or the amount our liability insurer pays out, whichever is lower.

16.12 Major outages and third-party software bugs. Major outages, data incidents, security flaws or software bugs of upstream suppliers and tools (hosting, mail, CMS, plugins, themes, SaaS services, APIs) never fall under our liability. This also applies to bugs that come with updates from those suppliers. We monitor incidents, communicate status updates to you and apply workarounds where possible as long as a solution is reasonably available.

16.13 Troubleshooting hours beyond our control. When an incident, bug or fix not caused by us demonstrably exceeds our expected time investment, we discuss the additional hours in advance, or, in case of urgency, immediately after detection with you. As a guideline for a healthy balance: we deliver up to a maximum of 2 hours per incident within the running subscription, even if the cause lies with third parties. Beyond that, we invoice the extra hours as additional work at our hourly rate, exclusively after your explicit approval. We never start extra work without that approval.

Article 17. Changes

We may adjust these terms if developments in our services or the law give reason to. The latest version is always on this page, with the date of the last update at the top.

This version is dated 7 July 2026. Questions about these terms? Email hello@sircle.agency. See also our privacy statement. The Dutch version is legally binding.