General Terms and Conditions of the Association of Dutch Designers (BNO)
1. Agreement, offer and confirmation
1.1 These General Terms and Conditions (“General Terms and Conditions”) govern all offers and the preparation, content and performance of all agreements concluded between the Client (the “Client”) and the contractor (the “Designer”). Deviations from these General Terms and Conditions may be agreed on between the Client and the Designer only in writing.
1.2 All offers are without commitment and are valid for 2 (two) months. Prices quoted may be subject to change due to unforeseen changes in the work. Prices are exclusive of VAT. The rates and offers quoted in the offer or other quotations do not automatically apply to future commissions. The Client warrants that the information provided to the Designer by him/her or on his/her behalf and on which the Designer bases the offer is correct and complete.
1.3 Commissions are confirmed in writing by the Client. If the Client fails to do so but consents to the Designer commencing the work commissioned, the terms of the offer are deemed to have been agreed on and these General Terms and Conditions apply. Any subsequent oral agreements and stipulations are not binding on the Designer until he has confirmed them in writing.
2. Performance of the agreement
2.1 The Designer must make every effort to perform the work commissioned carefully and independently, to promote the Client’s interests to the best of his or her ability and to aim to achieve a result that is useful to the Client, as can and may be expected of a reasonably and professionally acting designer. To the extent necessary the Designer must keep the Client informed of the progress of the work.
2.2 The Client must do any and all things that are reasonably necessary and/or required to enable the Designer to deliver punctually and properly, such as supplying (or causing the supply of) complete, sound and clear data and/or materials in a timely manner.
2.3 Terms stated by the Designer for the performance of the work commissioned are approximations only, unless otherwise agreed in writing.
2.4 Unless otherwise agreed, the following do not form part of the work commissioned to the Designer:
a. performing tests, applying for permits and assessing whether the Client’s instructions comply with statutory or quality standards;
b. investigating any existing rights, including patents, trademarks, drawing or design rights or portrait rights of third parties; and
c. investigating the possibility of the forms of protection referred to in (b) for the Client.
2.5 Prior to performance, production, reproduction or publication, the parties must give each other the opportunity to check and approve the final draft, prototypes or galley proofs of the result.
2.6 Differences between the (final) result and the agreements made cannot serve as grounds for rejection, discount, damages or dissolution of the agreement if those differences are reasonably of minor importance, taking all the circumstances into account.
2.7 Any complaints must be filed with the Designer in writing at the earliest possible time but no later than 10 (ten) business days after completion of the work commissioned, failing which the Client is deemed to have accepted the result of the work commissioned in its entirety.
3. Engagement of third parties
3.1 Unless otherwise agreed, instructions to third parties in the context of the performance of the work commissioned are given by or on behalf of the Client. At the Client’s request the Designer may act as an agent for the Client’s account and risk. The parties may agree on a fee for such agency.
3.2 If the Designer provides an estimate of third-party costs at the Client’s request, that estimate is an approximation only. If required, the Designer may apply for quotations at third parties on the Client’s behalf.
3.3 If the Designer procures goods or services from third parties in the performance of the work commissioned, for the Designer’s own account and risk and on the basis of an express agreement with the Client, whereby those goods or services are delivered, passed on or resold to the Client, these general conditions of and/or any separate agreements made with that supplier also apply to the Client. The Designer will allow the Client to examine the general conditions of and/or separate agreements with the supplier.
3.4 If the Designer gives commissions or instructions to production companies or other third parties in the Client’s name or otherwise, the Client will confirm in writing at the Designer’s request the approval referred to in Article 2.5 of these General Terms and Conditions.
3.5 The Client may not engage any third parties without consultation with the Designer if that may influence the performance of the work commissioned as agreed on with the Designer. The Parties will consult, if necessary, as to which third parties will be engaged and which work will be assigned to them.
3.6 The Designer is not liable for any errors or defects of products or services of third parties engaged by or on behalf of the Client, irrespective of whether they have been introduced by the Designer. The Client itself must hold those parties accountable. The Designer may assist in that regard if necessary.
4. Intellectual and other property rights
4.1 All intellectual property rights to the results arising from the work commissioned vest in the Designer. Insofar as any of such rights can be acquired only by means of an application or registration, the Designer will have the sole and exclusive power to effect that application or registration, unless otherwise agreed. The “intellectual property rights” expressly include copyrights, databank rights, neighbouring rights, trademark rights, design rights, patents, domain name rights, know-how, commercial knowledge, trade secrets, and all similar rights, wherever they arise in the world, whether or not registrable, and including applications for them.
4.2 The parties may agree that the rights referred to in paragraph 1 are transferred in whole or in part to the Client. Such transfer and the conditions, if any, on which the transfer takes place must always be recorded in writing. Until the moment of transfer and payment of the agreed fee for that purpose, a right of use is granted as regulated in Article 5 of these General Terms and Conditions.
4.3 The Designer is entitled at any time to imprint his name on or in, or to remove it from, the result of the work commissioned (or publicity related thereto) or to have his name imprinted on or in, or removed from, the result of the work commissioned, in a manner that is customary for that result. Without the Designer’s prior consent the Client may not publish or reproduce the result without identifying the Designer by name.
4.4 Unless otherwise agreed, the original or other results (such as designs, design sketches, drafts, advice, reports, budgets, estimates, specifications, design drawings, illustrations, photographs, prototypes, scale models, templates, prototypes, products and partial products, films audio and video or other presentations, source codes, source files and other materials or (electronic) data files etc.) made by the Designer as part of the work commissioned remain the Designer’s property, irrespective of whether they have been made available to the Client or to third parties. The Parties may agree on a fee for the transfer of these results.
4.5 On completion of the work commissioned, the Client and the Designer will have no obligation to retain the original or other results produced by the Designer, as referred to in 4.4, unless otherwise agreed.
5. Use of the result
5.1 Once the Client has fulfilled all his/her obligations arising from the agreement with the Designer, he/she acquires the right to use the licence for the result of the work commissioned in accordance with its purpose. If no such specific purpose has been agreed on, the right of use is limited to that use of the design for which the commission was (manifestly) given. The right of use is exclusive, unless otherwise apparent from the nature of the agreement or otherwise agreed.
5.2 If the result also relates to works that are subject to third-party rights, the parties will make additional agreements on how the use of those works will be regulated.
5.3 Without the Designer’s prior written consent, the Client is not entitled to change the result of the work commissioned, or to use or reuse it in a broader or different manner than agreed, or to allow third parties to do so. The Designer may make that consent subject to conditions, including payment of an additional fee.
5.4 In the event of broader or different use on which no agreement was reached, including any modification, mutilation or infringement of the provisional or final result, the Designer is entitled to compensation on the grounds of infringement of his/her rights of at least three times the agreed fee, or a fee that is proportional to the infringement committed, without losing any other rights.
5.5 Unless the Designer gives prior consent, the Client is not (or no longer) permitted to use the result of the work commissioned or to elaborate or have a third party elaborate on it, and any right of use of the licence granted to the Client in the context of the work commissioned will lapse, unless the consequences conflict with the rules of reasonableness and fairness:
a. the moment that the Client fails to perform or to fully perform his payment or other obligations under the agreement, or is otherwise in default;
b. if the work commissioned is terminated prematurely for the reasons referred to in Article 8.1 of these General Terms and Conditions; or
c. if the Client is declared bankrupt, unless the rights in question have been transferred to the Client in accordance with Article 4.2 of These General Terms and Conditions.
5.6 With due observance of the Client’s interests, the Designer may use the results at his/her discretion for his/her own publicity, to secure commissions, for promotional purposes, including use on the internet, websites and social media, competitions and exhibitions, etc., and to obtain them on loan, if physical results are involved.
6. Fees and additional costs
6.1 The Designer is entitled to a fee for the performance of the work commissioned. That fee may consist of an hourly rate, a consultancy fee, a fixed amount or a fee agreed between the parties.
6.2 In addition to payment of the agreed fee, the Designer is entitled to reimbursement of any costs incurred by him in the performance of the work commissioned, such as administrative overheads, travel and accommodation expenses, costs of prints, copies, (galley) proofs and prototypes, and costs of third parties related to advice, production, supervision, etc. Those costs must be itemised beforehand to the extent possible, unless a mark-up percentage is agreed on.
6.3If the Designer is required to perform more or other work due to late delivery or non-delivery of complete, sound and clear information and/or materials, any change or error in instructions or briefings, or any external circumstances, such additional work is charged separately on the basis of the Designer’s usual fees. The Designer will then inform the Client accordingly beforehand unless that is impossible due to circumstances or the nature of the work does not allow any delay.
7. Payment and suspension
7.1 The Designer is responsible for timely invoicing. In consultation with the Client, the Designer may charge the agreed fee and costs as an advance, in the interim or periodically.
7.2 All payments must be made without any deduction, set-off or suspension within 30 days of the invoice date, unless otherwise agreed in writing or stated in the invoice.
7.3 All goods delivered to the Client remain the Designer’s property until all the amounts that the Client owes the Designer under the agreement concluded between the parties have been paid to the Designer.
7.4 If the Client fails to pay all or part of the amounts due, it owes statutory interest and out-ofcourt costs of collection, amounting to at least 10% of the invoice amount, subject to a minimum of € 150 excluding VAT.
7.5 The Designer may suspend the performance of the work commissioned after the term for payment has expired and the Client, after a written demand to make payment within 14 days, fails to make that payment, or if the Designer is forced to conclude on the grounds of a statement or act on the part of the Client that payment will not be made.
8. Attributable breach, notice of termination and dissolution of the agreement
8.1 If an attributable breach occurs, the aggrieved party must first give the other party a written notice of default, allowing that other party a reasonable period in which to still comply with his/her obligations, to remedy mistakes, or to limit or undo damage. The notice of default must contain as detailed a description of the breach as possible.
8.2 If the Client gives notice of early termination of the agreement, without any attributable breach on the part of the Designer, or if the Designer dissolves the agreement on the grounds of breach by the Client in the performance of the agreement, the Client is liable for damages in addition to the Designer’s fee and the costs incurred in connection with the work performed until that time. In this context any conduct by the Client on the grounds of which the Designer cannot reasonably be required to complete the work commissioned is also regarded as breach.
8.3 The damages referred to in the preceding paragraph of this Article include at least the costs arising from obligations undertaken by the Designer in his own name with third parties for the performance of the work commissioned, as well as 30% (thirty per cent) of the balance of the fee that the Client would owe the Designer if the work commissioned were completed in full.
8.4 Both the Designer and the Client have the right to terminate the agreement in whole or in part with immediate effect, and all amounts due are payable immediately, if a petition in bankruptcy or a petition for a suspension or provisional suspension of payment or for application of the debt rescheduling arrangement is filed in respect of the other party, or if the other party dies.
8.5 If the Designer’s work consists of recurrently performing work of a similar nature, a continuing performance agreement is involved, unless otherwise agreed in writing. Such an agreement may be terminated only by written notice given while observing a reasonable notice period of no less than 3 (three) months, during which period the Client must continue to purchase the customary amount of work from the Designer or compensate the Designer financially for loss of turnover and costs incurred.
9. Warranties and indemnities
9.1 The Designer warrants that the result has been designed by him or her or on his or her behalf and, if the result is copyright-protected, that the Designer is the author within the meaning of the Auteurswet (Dutch Copyright Act) and as the copyright owner has power of disposition of the work. The Designer warrants that, as far as he/she knows or reasonably ought to know, the result of the work commissioned does not infringe any third-party rights and is not otherwise unlawful.
9.2 The Client indemnifies the Designer or persons engaged by the Designer in the performance of the work commissioned against any third-party claims arising from the application or use of the results of the work commissioned. This is without prejudice to the Designer’s liability towards the Client for failure to comply with the warranties referred to in the preceding paragraph and any other liability as referred to in Article 10 of these General Terms and Conditions.
9.3 The Client indemnifies the Designer against any claim or action relating to intellectual property rights in materials or information supplied by the Client and used in the performance of the work commissioned.
10. Liability
10.1 The Designer is liable only for direct damage suffered by the Client that is the direct and sole result of a breach in performing the work commissioned that is attributable to the Designer. The Designer’s liability for consequential and indirect damage, including, but not limited to, loss of profits, loss savings, damage to his/her image, corrupted or lost data or materials, or damage due to business interruption is excluded.
10.2 Except in the event of intent or wilful recklessness on the part of the Designer, the Designer’s total liability is limited to the fee that he or she charged for the work commissioned, or in any event the part of the work commissioned to which the liability relates. That amount may not exceed € 75,000 and is always capped at the amount paid to the Designer by the insurance company in that case. The amount for which the Designer is liable in the case in question is reduced by any sums insured by the Client.
10.3 Any and all liability expires two years from the date on which the work commissioned has ended on the grounds of completion, termination or dissolution.
11. Privacy
If the Designer has to process personal data of the Client, or of the Client’s customers, for the purpose of the services to be performed, the Designer will be regarded as the ‘processor’ and the Client as the ‘controller’ within the meaning of the General Data Protection Regulation (GDPR) and a processing agreement will be concluded.
12. Force majeure
12.1 If one party fails to fulfil his/her obligations but this failure cannot be attributed to him/her (force majeure), that party is not liable and fulfilling that obligation is suspended for as long as the force majeure situation lasts.
12.2 Force majeure includes, but is not limited to, weather conditions, fires, strikes, illness, pandemics, epidemics, war and other violence, hacks, cyber attacks or other technical failures and resultant circumstances, such as government interventions, including quarantine measures, which reasonably prevent one party from fulfilling obligations and lead to delays, as well as delays or failures of suppliers and/or other third parties engaged in the performance of the agreement.
12.3 If one party relies on force majeure, he/she must notify the other party in writing as soon as possible, with reference to the necessary supporting documents/reasons.
12.4 If the force majeure situation has lasted for 60 (sixty) days, either party may terminate all or part of the agreement, insofar as the force majeure situation justifies termination.
12.5 If force majeure occurs, the Designer will be entitled to the portion of the fee for the work that he/she has performed and to be reimbursed for the costs that he/she has already incurred or that are unavoidable, for instance in connection with orders and instructions to third parties that cannot be cancelled any longer without liability for compensation.
13. Other provisions
13.1 If the Client wishes to commission the work at the same time to parties other than the Designer or has previously already commissioned the work to another party, he/she must inform the Designer of this in advance.
13.2 The Client is not permitted to transfer or assign to third parties any of the rights under an agreement concluded with the Designer, except in the event of transfer of his/her entire business or with the Designer’s prior written consent.
13.3 Both parties must keep confidential any and all confidential information, facts and circumstances that come to their knowledge in the context of the work commissioned, from each other or from any other source, of which they can reasonably understand that their publication or disclosure to third parties might damage the Designer or the Client. The parties must impose the same duty of confidentiality on their employees, or third parties engaged in the performance of the work commissioned, in respect of such facts and circumstances from the other party.
13.4 If any provision of these General Terms and Conditions is void or voided, the other provisions of these General Terms of Conditions continue to apply in full. In that case the parties will consult in order to agree on new provisions to replace the void or voided provisions that are as closely as possible in keeping with the purpose and scope of the void or voided provisions.
13.5 The headings of these General Terms and Conditions have been included for easy reference only and do not form part of these General Terms and Conditions.
13.6 These General Terms and Conditions may be amended at any time. The Designer will inform the Client of any amendments.
13.7 All agreements between the Designer and the Client are governed by Dutch law. The parties will first attempt to settle any dispute by agreement. Unless the parties have expressly agreed in writing on arbitration, the court that has jurisdiction by law or the court in the district in which the Designer has its registered office has jurisdiction to hear and decide on any disputes between the Designer and the Client.
March 2021 — Filed with the Amsterdam Chamber of Commerce by the BNO
Additional Conditions governing digital design assignments
Notwithstanding or in addition to the BNO General Conditions (2021) (referred to below as the “BNO General Conditions”), the following provisions apply.
1. Specifications
Insofar as possible a description of the assignment is appended to the agreement or the offer, stating (functional and technical) specifications, which appendix forms an integral part of the agreement (or offer). To avoid any misunderstanding, the Designer is free to draw up or require a more detailed description of the assignment or more detailed specifications.
2. The work
The Customer and the Designer determine in consultation what conditions the outcome of the assignment (the “Work”) must in any event meet, in addition to the specifications stated in Article 1. Unless otherwise agreed, the Work consists of the visual design (the “Visual Design”), the interactive media applications, such as mobile and other applications/apps and websites (the “Software”) and the source code used to write the Software (the “Source Code”). Insofar as correct use of the Work so requires, the parties must also agree to what extent the Designer will be involved in the maintenance of the Work.
3. Contacts
The Customer and the Designer will each designate a contact who is authorised to make decisions with regard to the assignment. If a party’s designated contact is unavailable for any reason for a period of more than four weeks, that party must designate another contact.
4. Correct provision of materials
The Customer must ensure that Software, materials, data and other information that are necessary or desirable in order to correctly perform the assignment are made available to the Designer in a timely, correct and complete manner and are suitable for use by the Designer in respect of the assignment.
5. State of the art
The Designer will perform the assignment to the best of his/her ability, in accordance with the state of the art. The Designer cannot warrant that the Work will function without interruption or error-free in every environment. The Work and the way in which it is displayed may be dependent on external factors, such as hardware, systems, browsers, screen resolutions or operating systems. If applicable, the Customer may record in the specifications before the performance of the assignment in what environment the Work will be used, so that the Work can be adjusted accordingly.
6. Test period
If an acceptance test is agreed on in respect of the assignment, a test period is set, which may in no event be longer than 14 days after delivery of the Work by the Designer, unless otherwise agreed in writing. During the test period the Customer may not disclose the Work or the test data or make any changes to them, and may not have them tested by third parties without the Designer’s consent.
7. Defects and acceptance
If in the Customer’s opinion the Work is not in keeping with the relevant technical and/or functional specifications, the Customer must inform the Designer accordingly in writing immediately, in any event no later than 14 days after delivery, and in the case of defects that are not due to failure to comply with the aforesaid technical and/or functional specifications in any event no later than 30 days after delivery, failing which the Customer is deemed to have accepted the Work unconditionally as is. The latter 30-day period days does not apply if the Customer can irrefutably prove that, even though that period has passed, it could not have discovered the defect any sooner. Also in that case the Customer must report the defect to the Designer as soon as possible. Creative, substantive, artistic or linguistic choices of the Designer can in no event constitute a “defect” as referred to in this article or in the agreement, unless they expressly form part of the aforesaid technical or functional specifications.
8. Special warranty provision
The Designer will repair any defects in the Software or the Work, as referred to and set out in the preceding article, insofar as such defects are due to failure to meet the stipulated specifications as a result of actions of the Designer. Notwithstanding the above provisions, if an acceptance test has been agreed on, the Designer will repair such defects in the Software that are reported by the Customer in writing within 14 days after the end of the test period, insofar as the defects are related to changes/corrections made during the test period.
9. Lapse of special warranty provision
The Designer is not required to repair defects in the Work if they were caused by the Customer itself, by third parties or by changed or other circumstances of which the Designer was not and should not have been aware on the conclusion of the agreement. The warranty also lapses if the Customer makes or commissions changes to the Software or other parts of the Work without the Designer’s consent, or if the Customer itself attempts to repair or commission the repair of a defect in any manner without the Designer’s written consent.
10. Provision of other services by the Designer
The Designer provides other services, such as applying for domain name registrations and establishing security, inspection, maintenance and system management procedures, only if they expressly form part of the assignment.
11. Privacy
If the Designer is required to process personal data of the Customer, or the Customer’s customers, in respect of the services to be provided, the Designer is regarded as the “processor” and the Customer as the “controller” within the meaning of the General Data Protection Regulation (GDPR) and an additional data processing agreement is concluded if the parties so wish. When recording the technical specifications as referred to in Articled 2 of these Additional Conditions, it is then specifically stated what appropriate technical and organisational measures have been taken to protect the personal data against loss or wrongful processing.
12. Engagement of hosting & internet providers and other service providers
If the Designer recommends the engagement of other service providers or suppliers, such as certain hosting & internet providers, with a view to the functioning or creation of the Work, the Designer is not liable if those service providers or suppliers fail to fulfil their obligations.
13. Extra work
If the Designer is required to perform extra work due to a change in or expansion of the assignment, due to late, incorrect or incomplete supply of Software, materials or data, due to the repair of the design or the Work as a result of incorrect or improper use, due to permission having to be obtained from owners or due to the need to assist employees or suppliers of the Customer outside the terms of reference (on request or by force of circumstances), a fee is due for that work regardless of whether a fixed price was agreed on, which fee is then based on the rates charged by the Designer at that time.
14. Use of the Work
The Customer may use the Work in the agreed manner when it has performed all its obligations under the agreement. The use made of the Work must be correct and proper at all times. In the event of doubt or uncertainty as to whether a certain manner of use is permitted, the Customer must consult with the Designer before using the Work in that manner.
15. Licence for the use of the Work
If the Customer performs all its obligations under the agreement with the Designer, it is granted a licence to use the Work as referred to in Article 5 of the BNO General Conditions. With regard to the Visual Design that forms part of the Work, the licence referred to in paragraph 1 of this article is exclusive and non-transferable. With regard to the Software and the Source Code developed by the Designer and the related technical and other documentation, the licence referred to in paragraph 1 of this article is non-exclusive and nontransferable, regardless of whether the Software and the Source Code were produced as part of the assignment. The Designer remains the owner of the copyright in the Work, unless the parties agree on a transfer of rights in accordance with Article 4.2 of the BNO General Conditions.
16. Third-party material
16.1 The Customer itself is responsible for obtaining permission for the use of third-party material that is protected by copyright or any other intellectual property rights and that will be used in the Work, unless the parties expressly agree that the Designer is responsible for doing so.
16.2 To the extent possible, the Designer will state beforehand for what material permission for use must be obtained. At the Customer’s request, the Designer can apply for a cost estimate at the supplier in question with regard to the material proposed by the Designer for use in the Work.
16.3 For these purposes copyright protected third-party material includes software, house style elements, fonts, photographs, musical and other compositions and visual/audio-visual works.
16.4 If necessary, the Designer may request proof that the permission referred to in the preceding paragraphs has been fully and properly obtained. The Designer is in no event liable if the licences referred to above have not been obtained or are incorrect or incomplete. The Customer indemnifies the Designer against any third-party claims in that regard.
17. Changes
17.1 In the case of an assignment for the development of a mobile or other application or website, or a design that is equivalent to such an application, the Customer may make changes to the content of the databases, the underlying pages and the tree structures, for day-to-day use, within the limits set by the Designer.
17.2 Without the Designer’s prior written consent, however, the Customer may not change:
a. the Visual Design;
b. the home page;
c. the basic structure;
d. the Software; or
e. the navigation system.
17.3 The Designer may not withhold the consent referred to in the preceding paragraph on unreasonable grounds. If the Customer wishes to have changes made, it must first give the Designer the opportunity to do so. A fee is then payable based on the rates charged by the Designer at that time.
18. Source Code and protection of Software
18.1 The Designer will not transfer to the Customer the Source Code of the Software and the technical documentation drawn up during the development of the Work. If the Customer so wishes or if the nature of the assignment so necessitates, the Designer may be obligated to place the Source Code in escrow with a third party. The escrow costs are then payable by the Customer, unless the parties agree otherwise or the escrow arrangement already existed.
18.2 Insofar as the Customer has access to the Source Code, it may not use it for any purpose (other than that for which it may have been placed in escrow) and may not disassemble, decode, decompile, reverse engineer or change it, or provide third parties with information about it, without the prior written consent of the owner of the Source Code.
18.3 The Designer may protect his/her Software by means of technical or other measures, in which case the Customer may not remove or circumvent that protection.
19. Enforcement of rights
19.1 In the event of infringement of the Designer’s rights in respect of the Work, the Designer hereby authorises the Customer, at its own expense, on behalf of the Designer and on its own behalf, to enforce those rights and to claim damages and the surrender of profit both in and out of court. The parties must provide each other with all the information required if measures are taken to that end.
19.2 If legal measures are taken as referred to in the preceding paragraph, the Customer is entitled to 60% and the Designer to 40% of the proceeds of any claim honoured or awarded to the Customer, after deduction of any judicial and extrajudicial costs and costs of legal assistance, insofar as the infringing party is not ordered to pay those costs.
19.3 If the Customer refrains from taking such legal measures, the Designer himself/herself may take legal measures against the infringing party or parties. The damages or compensation payable by a third party on the grounds of these legal measures will then benefit the Designer in their entirety, whereby the reasonable costs incurred by the Customer in assisting the Designer must be reimbursed to the Customer.
20. Right of attribution
20.1 In publicity surrounding the Work the Customer must ensure that the Designer’s contribution is clearly apparent. If it has been agreed that third parties will be involved in changing or elaborating the Work, the Customer must also obligate such third parties to clearly state the Designer’s contribution in publicity surrounding the Work or an elaboration of the Work.
20.2 The Designer may state his or her name in the Work in a modest manner. The manner in which that will be done must be agreed on in consultation.