Terms and Conditions

The following definitions apply in these Terms and Conditions:

2.1 These Terms and Conditions apply to all quotations, engagements and agreements between the Service Provider and the Client.

2.2 Deviations are only valid if expressly agreed in writing.

2.3 The applicability of the Client's own purchasing or other conditions is expressly excluded.

2.4 If any provision of these Terms is found to be void or voidable, the remaining provisions remain fully in force.

3.1 All quotations are without obligation and valid for 30 days, unless stated otherwise.

3.2 An engagement is formed upon written confirmation by the Service Provider or upon actual commencement of the work.

3.3 Changes to the scope of work ('additional work') are agreed in writing before the additional work begins and may result in adjustments to price and timeline.

3.4 Verbal agreements are only binding after written confirmation by the Service Provider.

4.1 The Service Provider shall perform the engagement to the best of its knowledge and ability. This constitutes a best-efforts obligation unless a result obligation has been expressly agreed in writing.

4.2 The Client is responsible for providing all necessary information, access and feedback in a timely manner. Delays arising from failure to do so are at the Client's risk and expense.

4.3 The Service Provider may engage third parties for the performance of the engagement without prior consent from the Client, provided this does not adversely affect the quality of delivery.

4.4 Stated timelines and delivery dates are indicative unless expressly agreed otherwise in writing.

5.1 Upon full payment, the Service Provider transfers to the Client the copyright in the custom software and designs specifically developed for the Client, to the extent these rights vest in the Service Provider.

5.2 The Service Provider retains the right to use knowledge, methodologies and generic components gained during the engagement for other projects, provided no confidential information of the Client is disclosed.

5.3 Rights to frameworks, libraries, open-source software or third-party services remain with their respective rights holders. The Client is responsible for compliance with applicable licence terms.

6.1 Invoices are sent by email and must be paid within 14 days of the invoice date, unless otherwise agreed in writing.

6.2 Upon exceeding the payment deadline, the Client is in default by operation of law and statutory commercial interest (Art. 6:119a Dutch Civil Code) accrues on the outstanding amount.

6.3 All stated amounts are exclusive of VAT (21%), unless expressly stated otherwise.

6.4 The Service Provider is entitled to suspend services if payment is more than 14 days overdue following a written reminder, without incurring liability.

6.5 For engagements lasting more than four weeks, the Service Provider may apply interim invoicing based on agreed milestones.

7.1 The total liability of the Service Provider is limited to the amount paid out under its professional liability insurance. If no payment is made, liability is capped at the invoiced amount for the relevant engagement over the 12 months preceding the damaging event.

7.2 The Service Provider is not liable for indirect damage, consequential damage, loss of profit, loss of data or reputational damage.

7.3 The limitations in this article do not apply in the event of wilful misconduct or gross negligence on the part of the Service Provider.

7.4 The Client indemnifies the Service Provider against claims by third parties arising from materials, instructions or content provided by the Client.

Both parties undertake to maintain the confidentiality of all confidential information received in connection with the engagement. Confidential information includes: information expressly designated as such, as well as information whose confidentiality follows from its nature. This obligation continues after termination of the agreement.

9.1 The Client may terminate the engagement at any time by written notice. The Service Provider is in that case entitled to payment for all work performed to date and costs incurred, plus a termination fee of 25% of the remaining agreed amount.

9.2 The Service Provider may dissolve the agreement with immediate effect if the Client is declared bankrupt, applies for a moratorium on payments, or is otherwise unable to meet its payment obligations.

9.3 The Service Provider may dissolve the agreement if the Client remains in default of its obligations following a written notice of default.

10.1 All agreements between the Service Provider and the Client are governed exclusively by Dutch law.

10.2 Disputes will be submitted to the competent court in the district of the Service Provider's place of establishment, unless mandatory law requires otherwise.

10.3 The parties will endeavour to resolve any dispute by mutual agreement in the first instance.

11.1 The Service Provider reserves the right to amend these Terms and Conditions. The most current version is always available on our website.

11.2 These Terms were last updated on 4 May 2025.

11.3 For questions about these Terms, please contact us at hallo@ontwikkelaars.nl.