The verdict in three sentences
On a EUR 45,000 B2B website project in Amsterdam, the clauses that actually protect the client fit on one page: a defined acceptance test procedure with a severity matrix, late-delivery penalties of 0.5% per week capped at 10%, and a 10% holdback until the site has run cleanly in production. Many Dutch agencies propose the NL Digital Terms as their standard conditions, and those terms are written from the supplier's side. Read them, then negotiate the acceptance, penalty and warranty provisions into your own project agreement, which should take precedence.
NL Digital Terms: what to check before you sign
The NL Digital Terms are the general terms of NL Digital, the Dutch IT industry association, and are widely used by agencies and software suppliers. They are a reasonable starting point, but several default positions favour the supplier.
| Topic | Typical supplier-side default | What a client should negotiate |
|---|---|---|
| Acceptance | Deemed acceptance in specific situations, such as live use or silence | Acceptance only by signed test report |
| Delivery dates | Dates treated as target dates rather than strict deadlines | Fixed milestone dates with penalties |
| Liability | Limited, often linked to the contract price | Cap suited to the project, carve-outs for data breaches |
| Intellectual property | Supplier keeps rights, client receives a licence | Assignment of custom code and design, or broad perpetual licence |
| Warranty | Limited remedy period after delivery | 3 months after production acceptance |
| Precedence | General terms apply unless excluded | Project agreement prevails over general terms |
Check the current version of the NL Digital Terms directly, as provisions and numbering change between editions. Under Dutch law, penalty clauses are governed by the Dutch Civil Code (Article 6:91 onwards), and a court may reduce a penalty under Article 6:94 when fairness clearly requires it, which is another reason to keep rates moderate.
Designing the acceptance procedure and severity matrix
Acceptance should have two stages: a functional acceptance test on staging against the specification, then a production acceptance period that confirms the site works under real traffic.
| Severity | Definition | Fix time | Effect on acceptance |
|---|---|---|---|
| Blocking | A critical function fails: quote form, client login, mobile rendering | 2 business days | Test suspended, no go-live |
| Major | Function degraded with a workaround | 5 business days | Listed as a reservation, go-live allowed |
| Minor | Visual or content issue with no functional impact | 10 business days or next release | Reservation with no schedule impact |
| Accessibility | Gap against the accessibility level set in the specification | By functional impact | Treated as major if it blocks a user journey |
| Performance | Load time above the contractual threshold, for example 2.5 s on mobile | 10 business days | Cleared during production acceptance |
Recommended durations: 15 business days for functional acceptance, 30 calendar days for production acceptance, and a 3-month warranty after production acceptance.
Penalties and holdback in numbers
On EUR 45,000, 0.5% per week equals EUR 225. The 10% cap (EUR 4,500) is reached after 20 weeks. That will not compensate the client's internal costs, but it hits the agency's margin, which is enough to keep your project at the top of its queue.
| Mechanism | Negotiated parameter | Amount on EUR 45,000 | Watch point |
|---|---|---|---|
| Late-delivery penalty | 0.5% per week | EUR 225 per week | Only for delays caused by the agency |
| Penalty cap | 10% of price | EUR 4,500 | Add a termination right beyond the cap |
| Holdback | 10% of price | EUR 4,500 | Released on production acceptance, not at go-live |
| Payment schedule | 30% signing, 30% design, 30% functional acceptance, 10% production acceptance | EUR 13,500, 13,500, 13,500 and 4,500 | No balance before functional acceptance |
| Warranty | 3 months after production acceptance | Free fixes | Exclude new features clearly |
| Grace period | 1 week | No penalty in week one | Common concession requested by agencies |
Mini case study
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Illustrative example: Sanne, general counsel of a 400-person logistics company in Amsterdam, reviews a EUR 45,000 website redesign agreement built on the NL Digital Terms. She adds a precedence clause, removes deemed acceptance through live use, and sets the penalty and holdback above.
The project runs 6 weeks late, 2 of which are caused by her own team's late content. After the 1-week grace period, 3 weeks are attributable to the agency: EUR 675 in penalties (3 x 225), deducted from the functional acceptance invoice. During production acceptance a blocking bug appears in the quote form on mobile Safari and is fixed in 2 days. The EUR 4,500 holdback is released only when the production acceptance report is signed, 30 days after go-live.
FAQ
Are the NL Digital Terms negotiable?
Yes. Most agencies accept a project agreement that overrides specific provisions, especially on acceptance, IP and penalties. Expect 1 to 2 rounds of redlines on a EUR 45,000 project.
What penalty rate is reasonable in the Netherlands?
0.5% per week capped at 10% is a common compromise. Higher rates, such as 1% per week, are possible but agencies often add 5 to 10 percent to their price to cover the risk.
Does going live mean we accepted the site?
Under supplier-friendly terms it can. Write into your agreement that only a signed acceptance report counts, and record reservations within the 15-business-day test window.
What should the 3-month warranty cover?
Defects present at delivery that surface in production, fixed at no cost. New features, content added by your team and third-party plugin updates are normally excluded.
Is a 10% holdback acceptable to agencies?
Most agree if it is released at production acceptance, typically 30 days after go-live. Holding it until the end of the warranty period is much harder to get signed.
Let's scope your project. Send us your specification and draft agreement, and we will price the redesign with a clear acceptance plan, payment milestones and warranty. Detailed quote within 48 h. WhatsApp +221 77 596 93 33.
Mohamed Bah
Fondateur, Kolonell
Passionate about digital and entrepreneurship in Africa, Mohamed has been helping Sénégalese businesses with their digital transformation since 2020. Founder of Kolonell, he believes every SME deserves a professional and accessible online présence.
