Terms without the circus. Clear enough to actually read.
Clear agreements on delivery, use, responsibility, and limits. No smoke, just rules.
Service Provider refers to the IT company applying these terms, including all employees and subcontractors acting on its behalf.
Client refers to any natural person or legal entity entering into an agreement with the Service Provider.
Services includes all activities performed by the Service Provider, including but not limited to IT consulting, system administration, software development, and technical support.
In writing includes communication by email, unless stated otherwise.
These general terms and conditions apply to all quotations, offers, agreements, and service deliveries by the Service Provider to the Client.
Deviations from these terms are only valid if agreed upon in writing. The applicability of any purchasing or other conditions of the Client is expressly rejected.
If any provision of these terms is found to be void or voidable, the remaining provisions shall remain fully in force.
All quotations are non-binding and valid for 30 days from the date of issue, unless otherwise stated. The Service Provider reserves the right to decline any assignment.
An agreement is formed when the Client accepts a quotation in writing, or when the Service Provider actually commences the work.
Oral commitments made by employees of the Service Provider are not binding unless confirmed in writing.
The Service Provider performs the agreed work to the best of its knowledge and ability. The Service Provider has a best-efforts obligation, unless a specific result has been expressly agreed upon in writing.
The Client is responsible for timely delivery of all required information, access, and cooperation. Delays resulting from failure to do so are at the Client's expense and risk.
The Service Provider is entitled to engage third parties for certain tasks, unless expressly excluded in the agreement.
Estimated timelines and delivery dates are indicative and do not constitute hard deadlines unless explicitly agreed otherwise in writing.
Invoices must be paid within 14 days of the invoice date, unless otherwise agreed in writing. For projects, an advance payment of up to 50% of the total project amount may be required.
In the event of late payment, the Client is automatically in default and statutory (commercial) interest is due on the outstanding amount from the due date.
All collection costs, both judicial and extrajudicial, are for the Client's account. Extrajudicial collection costs amount to at least 15% of the outstanding amount, with a minimum of € 150.
The Service Provider reserves the right to suspend or terminate services in the event of persistent non-payment, without liability for any resulting damages.
All rates are exclusive of VAT unless stated otherwise. The Service Provider reserves the right to annually index rates based on the consumer price index or a comparable index.
For work outside the agreed scope, the Client will be informed in advance and work will only commence after written approval.
All intellectual property rights in software, systems, documentation, designs, and other works developed by the Service Provider vest in the Service Provider, unless otherwise agreed in writing.
Upon full payment, the Service Provider grants the Client a non-exclusive, non-transferable licence to use the delivered works for the agreed purposes.
The Client may not reproduce, sell, rent, or otherwise make available to third parties any delivered software or works without prior written consent.
Pre-existing software, frameworks, and open-source components remain the property of their respective rights holders and are used by the Service Provider solely in accordance with the applicable licence terms.
Both parties undertake to maintain the confidentiality of all confidential information received from the other party in connection with the agreement. Information is considered confidential if it is designated as such or if its confidential nature reasonably follows from its content.
The confidentiality obligation applies for the duration of the agreement and for a period of two years thereafter, unless the information becomes publicly available or prior written consent has been granted.
The Service Provider processes personal data in accordance with the General Data Protection Regulation (GDPR) and other applicable privacy legislation. Processing takes place solely for the performance of the agreement or on the basis of a legitimate interest.
Where the Service Provider processes personal data on behalf of the Client, the parties shall enter into a data processing agreement. The Service Provider implements appropriate technical and organisational security measures.
The Service Provider does not share personal data with third parties unless necessary for the provision of services or required by law.
The liability of the Service Provider is limited to direct damages and shall not exceed the amount paid by the Client for the relevant service in the three months preceding the damaging event, with an absolute maximum of € 10,000 per incident.
The Service Provider is never liable for indirect damages, consequential damages, loss of profit, missed savings, reputational damage, or damages resulting from business interruption.
The Service Provider is not liable for damages resulting from incorrect or incomplete information provided by the Client, or from actions of third parties.
The Client must report any damages as soon as possible, but no later than 30 days after discovery, in writing. Claims expire one year after the damage arises.
The Service Provider is not obliged to fulfil any obligation if this is the result of force majeure. Force majeure includes: internet or telecom infrastructure failures, power outages, cyberattacks, government measures, pandemics, or other circumstances beyond the Service Provider's reasonable control.
If force majeure persists for more than 60 days, either party has the right to terminate the agreement in writing without any obligation to pay compensation.
Agreements for managed services and ongoing engagements are entered into for the period stated in the agreement and are automatically renewed unless terminated in writing at least 30 days before the end of the contract period.
Project agreements end upon delivery of the final product and full payment.
Either party may immediately terminate the agreement in writing if the other party is declared bankrupt, applies for suspension of payment, or fails to remedy a material breach within 14 days of written notice.
All agreements between the Service Provider and the Client are governed exclusively by Dutch law.
Disputes will preferably be resolved by mutual agreement. If this is not possible, disputes will be submitted to the competent court in the district where the Service Provider is established.
The Service Provider reserves the right to amend these general terms and conditions. Amendments will be communicated in writing or by email at least 30 days in advance. Continued use of the services after the effective date of the amendment constitutes acceptance of the new terms.