ARTICLE 1 — DEFINITIONS
1.1 Hakuna Group: the private limited company Hakuna Group B.V., registered in Arnhem, the Netherlands, with the Chamber of Commerce under number 73155845
1.2 Client: the legal person or natural person acting in the exercise of a profession or business who instructs Hakuna Group to deliver services and/or products.
1.3 Agreement: the contract between Hakuna Group and the Client to which these General Terms apply, including all proposals, quotations, statements of work, and order confirmations accepted by the Client.
1.4 Services: all work performed by Hakuna Group, including but not limited to business development, branding, design, marketing, technology development, software, web development, hosting, domain administration, artificial intelligence consulting, training, and advisory work.
1.5 Deliverables: all results of the Services, including designs, source code, copy, strategies, reports, brand assets, models, prompts, configurations, and documentation.
1.6 Written / In writing: including email and other digital communication, provided the identity of the sender and the authenticity of the message are sufficiently established. Messaging applications such as WhatsApp do not constitute writing for the purposes of notices under Articles 9, 10, and 18.
1.7 Parties: Hakuna Group and the Client together.
ARTICLE 2 — APPLICABILITY
Our rate is structured to cover the breadth and depth of the work we undertake. Here’s why we believe this rate provides substantial value:
2.1 These General Terms apply to all offers, quotations, agreements, and deliveries by Hakuna Group.
2.2 The applicability of any general terms or purchasing conditions of the Client is expressly rejected.
2.3 These General Terms are provided to the Client before or at the time the Agreement is concluded. The Client’s signature on the Agreement constitutes confirmation that these terms were received and accepted. Where provided digitally, the Client is deemed to have received them if they were attached to or downloadable from the proposal.
2.4 Deviations from these terms are valid only where agreed in writing and signed by an authorised representative of Hakuna Group. A deviation agreed for one Agreement does not carry to any other.
2.5 If any provision is void or annulled, the remaining provisions remain in full force, and the void provision is replaced by a valid provision approximating its purpose as closely as possible.
Cutting-Edge Tools: We use advanced tools and technology to deliver our services. This includes the latest software for design, analytics, and project management, ensuring efficiency and effectiveness in all we do.
Tailored Solutions: Each project we undertake is customised to meet the specific objectives and challenges of our clients. This bespoke approach ensures that our strategies are not only innovative but also perfectly aligned with your business goals.
Comprehensive Support: Our hourly rate encompasses not just the execution of tasks but also the strategic planning and ongoing support necessary for your project’s success. We provide regular updates and are available to address any concerns you might have throughout our partnership.
Quality Assurance: Every aspect of our work is subjected to rigorous quality control, ensuring that we deliver on our promise of excellence. Our commitment to quality means that your projects are always managed to the highest standards.
ARTICLE 3 — QUOTATIONS AND FORMATION
3.1 All quotations are without obligation and valid for 10 days unless stated otherwise.
3.2 Quotations are based on the information supplied by the Client. Hakuna Group is entitled to revise a quotation where that information proves incomplete or inaccurate.
3.3 An Agreement is concluded only when the Client accepts the quotation in writing and the first payment due under Article 8 has been received in cleared funds.
3.4 Composite quotations do not oblige Hakuna Group to perform part of the work at a proportionate part of the price.
3.5 Quotations do not automatically apply to future or repeat instructions.
ARTICLE 4 — PERFORMANCE OF THE AGREEMENT
4.1 Hakuna Group performs the Agreement to the best of its knowledge and ability, on the basis of a best-efforts obligation (inspanningsverbintenis), not a guarantee of result (resultaatsverbintenis), unless a specific result is expressly guaranteed in writing.
4.2 Hakuna Group is entitled to engage third parties in the performance of the Agreement at its own discretion.
4.3 Delivery dates are indicative and are never fatal deadlines (fatale termijnen) unless expressly agreed as such in writing.
4.4 Where the Agreement is performed in phases, Hakuna Group may suspend the start of a subsequent phase until the Client has approved the preceding phase in writing and settled all invoices relating to it.
ARTICLE 5 — OBLIGATIONS OF THE CLIENT
5.1 The Client shall provide all information, materials, access, approvals, and decisions that Hakuna Group reasonably requires, in good time and in the form requested.
5.2 The Client warrants the accuracy and completeness of the information supplied.
5.3 Where the Client fails to meet its obligations under this Article, Hakuna Group may suspend performance and charge any resulting costs and idle time at the applicable hourly rate.
5.4 The Client shall designate one authorised contact person empowered to approve work and incur costs on its behalf.
5.5 The Client warrants that all materials it supplies are free of third-party rights and indemnifies Hakuna Group against any third-party claim in this respect, including reasonable legal costs.
ARTICLE 5 — OBLIGATIONS OF THE CLIENT
6.1 Where circumstances require a change to the agreed scope, Parties shall consult and record the change in writing.
6.2 Work falling outside the agreed scope constitutes additional work (meerwerk) and is charged at the applicable hourly rate.
6.3 Hakuna Group shall notify the Client before performing additional work that will exceed €500 in value, save where the urgency of the matter makes prior notification unreasonable.
6.4 The Client accepts that changes to scope may affect delivery timelines. Hakuna Group is not liable for delays arising from Client-requested changes.
6.5 Hakuna Group is not obliged to accept a change request and may decline where it falls outside its capacity or expertise.
ARTICLE 7 — DURATION, SUSPENSION, AND TERMINATION
.1 Agreements for ongoing services (retainers, hosting, maintenance, fractional leadership) are entered into for a minimum term of 12 months and renew automatically for successive periods of the same length unless terminated in writing with 1 months’ notice before the end of the current term.
7.2 Hakuna Group may suspend performance or terminate the Agreement with immediate effect, without notice of default and without liability, where:
- (a) the Client fails to pay any invoice within the term set in Article 9;
- (b) the Client is granted suspension of payments, is declared bankrupt, or ceases business;
- (c) the Client fails materially to meet its obligations under Article 5;
- (d) Hakuna Group has good grounds to fear the Client will not meet its obligations.
7.3 Where Hakuna Group terminates under 7.2, all claims against the Client become immediately due and payable in full.
7.4 Suspension under this Article does not relieve the Client of any payment obligation, and no compensation is due to the Client for the consequences of suspension.
7.5 On termination for any reason, work performed and costs incurred up to the date of termination are payable in full.
ARTICLE 8 — PRICES AND PREPAYMENT
8.1 All prices are in euros and exclusive of VAT and third-party costs unless stated otherwise.
8.2 Hakuna Group’s standard hourly rate is published on its website and may be revised annually. Rate changes do not apply to work already quoted and accepted.
8.3 Project work. Unless agreed otherwise in writing, project engagements are invoiced as follows:
65% of the total fee before work commences, recommended: 50%- the balance in milestone payments as set out in the Agreement
- the final instalment before release of final Deliverables
8.4 Ongoing services. Retainers, hosting, maintenance, and licence fees are invoiced in advance for each period. Hakuna Group is not obliged to commence or continue a period that has not been paid.
8.5 Hakuna Group may require security or full prepayment at any time where it has reasonable grounds to doubt the Client’s ability to pay.
8.6 Hakuna Group may pass on increases in third-party costs (hosting, licences, subscriptions, exchange-rate movements) with [DECISION: 7 days’ written notice.
ARTICLE 9 — PAYMENT
9.1 Invoices are payable within 14 days of the invoice date, without discount, deduction, or set-off.
9.2 The Client is not entitled to suspend, set off, or withhold payment for any reason, including alleged defects, which are governed exclusively by Article 15.
9.3 The Client is in default by operation of law upon expiry of the payment term, without any notice of default being required.
9.4 From the date of default, the Client owes contractual interest of 1.5% per month on the outstanding amount, or the statutory commercial interest under art. 6:119a of the Dutch Civil Code where that is higher, with part-months counted as full months.
9.5 All judicial and extrajudicial collection costs incurred by Hakuna Group are borne by the Client, set at 15% of the outstanding principal with a minimum of €[DECISION: 250], without prejudice to Hakuna Group’s right to claim actual costs where higher.
9.6 Payments are applied first to costs, then to interest, then to the oldest outstanding invoice, irrespective of any contrary instruction from the Client.
9.7 A payment schedule proposed by the Client and accepted by Hakuna Group does not novate the debt, does not waive accrued interest, and does not affect Hakuna Group’s rights under Articles 7.2 and 10.
ARTICLE 10 — INTELLECTUAL PROPERTY
10.1 All intellectual property rights in the Deliverables — including copyright, database rights, design rights, and trademark rights — vest in and remain with Hakuna Group.
10.2 No rights transfer and no licence is granted until the Client has paid all amounts due under the Agreement in full. Until that moment, any use, publication, reproduction, or exploitation of the Deliverables by the Client is unauthorised and constitutes infringement.
10.3 Upon receipt of payment in full, Hakuna Group grants the Client a non-exclusive, non-transferable licence to use the Deliverables for the purpose for which they were created. Full transfer of rights occurs only where expressly agreed in writing and separately compensated.
10.4 Hakuna Group retains the right to use methods, techniques, know-how, components, and generic elements developed in the course of the Agreement for other clients.
10.5 The Client may not modify, decompile, reverse-engineer, or create derivative works from the Deliverables without written consent, nor remove or obscure any attribution.
10.6 Source files, working files, design files, and unrendered assets are not delivered unless expressly agreed and separately compensated.
10.7 On termination for non-payment, any licence granted terminates automatically and the Client shall cease all use of the Deliverables and, on request, confirm deletion in writing.
ARTICLE 11 — REFERENCE AND PORTFOLIO RIGHTS
11.1 Hakuna Group is entitled to name the Client as a client, to describe the nature of the work performed, and to display the Deliverables in its portfolio, website, social channels, pitch materials, and award submissions.
11.2 Where the Client requires confidentiality of the engagement, this must be agreed in writing before the Agreement is concluded and is subject to a surcharge of 20% on the total fee.
11.3 The Client shall, on reasonable request and no more than twice per year, cooperate with a written reference, case study, or testimonial.
11.4 Nothing in this Article obliges Hakuna Group to disclose confidential Client information as defined in Article 12.
ARTICLE 12 — CONFIDENTIALITY
12.1 Each Party shall treat as confidential all information received from the other that is marked confidential or that it should reasonably understand to be confidential.
12.2 This obligation survives termination of the Agreement for 5 years.
12.3 Confidentiality does not extend to information that is public, was lawfully known before disclosure, or must be disclosed by law or court order.
12.4 Article 11 constitutes an agreed exception to this Article to the extent set out there.
ARTICLE 13 — HOSTING, DOMAINS, AND THIRD-PARTY SERVICES
13.1 Domain names registered by Hakuna Group on the Client’s instruction are registered in the Client's name and are subject to the rules of the issuing registry.
13.2 Hosting, domain, licence, and subscription fees are invoiced annually in advance. Non-payment results in non-renewal, and Hakuna Group is not liable for loss of a domain, website, data, or email arising from the Client’s failure to pay.
13.3 Hakuna Group may suspend hosting and related services where any invoice remains unpaid after the term in Article 9, having given 14 days’ written warning.
13.4 Hakuna Group does not guarantee uninterrupted availability and is not liable for the acts, omissions, price changes, or discontinuation of third-party providers.
13.5 Backups are madedaily and retained for 30 days. The Client remains responsible for maintaining its own copies of critical data.
13.6 On termination, Hakuna Group shall on request and against payment of the applicable hourly rate cooperate with migration to another provider, provided all invoices are settled in full.
ARTICLE 14 — DATA PROTECTION
14.1 Where Hakuna Group processes personal data on behalf of the Client, it acts as processor and the Client as controller within the meaning of the GDPR.
14.2 Parties shall conclude a separate data processing agreement (verwerkersovereenkomst) before any such processing begins. That agreement prevails over this Article where they conflict.
14.3 The Client warrants that it has a lawful basis for any personal data it provides to Hakuna Group and indemnifies Hakuna Group against claims arising from the absence of such a basis.
14.4 Hakuna Group applies appropriate technical and organisational security measures and shall notify the Client without undue delay of any personal data breach affecting the Client’s data.
ARTICLE 16 — LIABILITY
16.1 Hakuna Group’s total liability under any Agreement is limited to the amount paid out under its professional liability insurance in the matter concerned, plus the deductible.
16.2 Where no insurance payment is made, liability is limited to the amount invoiced and paid by the Client under the Agreement in the 3 months preceding the event, with an absolute maximum of € 25,000.
16.3 Hakuna Group is not liable for indirect or consequential loss, including loss of profit, loss of turnover, loss of data, missed savings, business interruption, or reputational damage.
16.4 Hakuna Group is not liable for advice or output where the Client has acted on it without independent verification, nor for decisions taken by the Client on the basis of AI-generated output, which the Client accepts requires human review before use.
16.5 The limitations in this Article do not apply in the case of intent or deliberate recklessness on the part of Hakuna Group’s management.
16.6 Any claim against Hakuna Group lapses 12 months after the Client became aware or could reasonably have become aware of the event giving rise to it.
ARTICLE 18 — NON-SOLICITATION
18.1 During the Agreement and for [DECISION: 12] months after its termination, the Client shall not employ or engage, directly or indirectly, any employee or contractor of Hakuna Group involved in the Agreement, without Hakuna Group’s prior written consent.
18.2 Breach of this Article incurs an immediately payable penalty of € 500 per breach, without prejudice to Hakuna Group’s right to claim actual damages.
ARTICLE 19 — APPLICABLE LAW AND JURISDICTION
19.1 All Agreements are governed exclusively by Dutch law. The applicability of the Vienna Sales Convention (CISG) is excluded.
19.2 All disputes shall be submitted exclusively to the competent court of Rechtbank Gelderland, location Arnhem, without prejudice to Hakuna Group’s right to bring proceedings before the court with jurisdiction over the Client’s domicile.
19.3 Where the Client is established outside the Netherlands, 19.1 and 19.2 apply in full and the Client waives any right to invoke the jurisdiction of its own domicile.
ARTICLE 20 — FINAL PROVISIONS
20.1 Hakuna Group may amend these General Terms. Amendments take effect 30 days after written notice and do not apply to Agreements already concluded.
20.2 The Dutch text of these General Terms is the governing version. Translations are provided for convenience only.