TERMS OF SERVICE

1. Applicability

The Dutch version of these Terms of Service is authoritative. In the event of any discrepancy or difference in interpretation, the Dutch version shall prevail.

1.1. These Terms apply to all offers, quotations, engagements, agreements and services of the Contractor, including, in any event, software development, web development, websites, web applications, APIs, integrations, automation, technical advice, consultancy, maintenance, support, hosting and technical management.

1.2. These Terms apply to agreements with both business Clients and consumers.

1.3. If the Client is a consumer, all mandatory consumer rights remain fully applicable. Any provision of these Terms that, in a specific case, conflicts with mandatory consumer law shall apply to that consumer only to the extent permitted by law.

1.4. Deviations from these Terms are valid only if expressly agreed in writing.

1.5. “In writing” also includes communication by email and customary written digital communications, including chat messages, provided that the identity of the sender and the content of the communication can be sufficiently established.

1.6. In the event of a conflict between documents, the following order of precedence applies unless expressly agreed otherwise: a. a specifically signed agreement; b. an accepted quotation, proposal or statement of work; c. project specifications agreed in writing; d. these Terms.

2. Formation of the Agreement

2.1. An agreement is formed once the Client accepts a quotation or proposal, the parties reach written agreement, sign an agreement, or the Contractor begins the work at the Client’s request and the circumstances sufficiently demonstrate that the parties have reached agreement regarding the engagement.

2.2. To the extent that the law requires a specific method for forming a particular agreement, including written confirmation or a signature for certain consumer agreements, that statutory requirement shall prevail.

2.3. Quotations, estimates and proposals are non-binding until accepted by the Client, unless expressly stated otherwise.

2.4. The Client warrants that any person issuing an instruction, modification or approval on behalf of the Client is authorised to do so.

3. Scope of the Engagement

3.1. The scope of the work is determined by what the parties have agreed in writing.

3.2. Work, functionality, results or services that do not reasonably fall within the agreed scope shall constitute additional work.

3.3. Where reasonably possible, the Contractor shall provide a price or hours estimate for additional work in advance. Additional work shall only be performed after the Client has expressly agreed to it.

3.4. Normal technical actions reasonably necessary to perform the already agreed engagement shall not constitute separate additional work requiring prior approval each time.

3.5. An estimate of hours, schedule, budget or costs is an estimate only and does not constitute a fixed price or guarantee unless expressly stated in writing to be a fixed price.

3.6. If circumstances, technical limitations or changes requested by the Client arise during performance that affect the expected costs or schedule, the Contractor shall inform the Client as soon as reasonably possible.

4. Client Obligations

4.1. The Client shall timely provide all information, content, decisions, access, accounts, credentials, documentation, feedback and other cooperation reasonably required to perform the engagement.

4.2. The Client warrants the accuracy and completeness of the information provided by the Client.

4.3. If the Client fails to provide the required cooperation or fails to provide it in a timely manner, the Contractor may suspend the work and any agreed schedule shall be extended accordingly.

4.4. Additional work reasonably resulting from missing, incorrect or late information or cooperation may be charged at the applicable rate, to the extent permitted by law.

4.5. The Client is responsible for timely testing of results, providing specific feedback and making decisions necessary for the progress of the engagement.

5. Planning and Deadlines

5.1. Schedules, delivery dates and deadlines stated by the Contractor are indicative unless a deadline has expressly been agreed in writing as a strict or guaranteed deadline.

5.2. A delay therefore does not automatically constitute default or give rise to liability on the part of the Contractor.

5.3. The schedule shall be reasonably adjusted if delays are caused by the Client, changes in scope, third-party dependencies, force majeure or other circumstances beyond the Contractor’s reasonable control.

6. Rates and Invoicing

6.1. Unless otherwise agreed, work shall be performed at the agreed hourly rate.

6.2. In principle, the Contractor shall invoice the hours actually worked on a weekly basis.

6.3. The Contractor’s time records shall serve as the basis for invoicing unless the Client provides substantiated and verifiable evidence that those records are incorrect.

6.4. External costs, licences, hosting costs, domain costs, cloud costs, paid APIs, materials and other third-party costs are not included unless otherwise agreed in writing.

6.5. Prices for business Clients are exclusive of VAT and other applicable charges unless stated otherwise. Prices for consumers shall be communicated in accordance with applicable statutory price-information requirements.

6.6. The Contractor may change the hourly rate by providing at least thirty (30) days’ prior notice. For consumers and existing engagements, a rate change shall apply only to the extent permitted by law and the applicable agreement.

7. Payment

7.1. Invoices must be paid within fourteen (14) days of the invoice date unless otherwise agreed in writing or mandatory law provides otherwise.

7.2. If an invoice is not paid on time, the Client shall owe the applicable statutory interest and, to the extent permitted, extrajudicial collection costs.

7.3. Consumers shall only be charged collection costs after the applicable statutory requirements, including any required cost-free payment period, have been satisfied.

7.4. In the event of overdue payment, the Contractor may suspend further work after reasonable notice where required.

7.5. To the extent permitted by law, the Contractor may also restrict or suspend services managed by the Contractor while due and payable invoices remain unpaid, taking into account the nature of the service, proportionality, security and applicable mandatory law.

7.6. Suspension due to overdue payment does not release the Client from payment obligations relating to work already performed and costs already incurred.

8. Cancellation and Termination by the Client

8.1. If the Client cancels or terminates an engagement, all work actually performed up to the time of termination and all reasonably incurred, non-cancellable costs shall be payable.

8.2. Compensation for reserved capacity shall only be payable if expressly agreed in advance and to the extent permitted by law.

8.3. For consumers, the statutory rules regarding termination, cancellation, rescission and the reasonableness of any cancellation charges remain fully applicable.

8.4. Following termination, the Contractor is not required to complete work that has not been paid for or agreed.

9. Consumer Right of Withdrawal

9.1. If a consumer enters into a distance or off-premises agreement and has a statutory right of withdrawal, the consumer shall have the statutory withdrawal period.

9.2. If the consumer requests that the provision of services begin during the withdrawal period, the Contractor shall request the consent and declarations required by law.

9.3. If the consumer subsequently exercises the right of withdrawal during the withdrawal period, the consumer shall owe compensation for services already performed to the extent permitted by law and provided that the applicable information and consent requirements have been satisfied.

9.4. If a service is fully performed during the withdrawal period, the right of withdrawal shall expire only if and to the extent that the applicable statutory conditions have been satisfied.

10. Delivery and Acceptance

10.1. A result shall be considered delivered once the Contractor has made the result available to the Client and notified the Client that it is ready for review.

10.2. The Client shall then have seven (7) calendar days to reasonably inspect the result and report specific defects in writing.

10.3. For business Clients, the result shall be deemed accepted after expiry of this period if no specific defects have been reported.

10.4. For consumers, the acceptance procedure shall apply only to the extent that it does not prejudice statutory rights that may be exercised after acceptance.

10.5. A defect report must be sufficiently specific and, where possible, reproducible, and must clearly identify how the result deviates from the expressly agreed specifications.

10.6. Minor defects that do not materially prevent normal use shall not entitle business Clients to refuse acceptance of the entire result.

11. Bugs and Warranty

11.1. A “Bug” means a reproducible deviation as a result of which software developed by the Contractor does not function in accordance with the expressly agreed specifications.

11.2. The Contractor shall remedy Bugs reported within thirty (30) days after delivery without additional labour charges, provided that the Bug is attributable to the Contractor.

11.3. The arrangement in Article 11.2 constitutes an additional contractual warranty and does not limit any mandatory statutory rights of consumers.

11.4. The following shall not qualify for free remediation under this warranty: a. new or changed requirements; b. extensions of functionality; c. problems caused by changes made by the Client or third parties; d. problems caused by incorrect or non-agreed use; e. failures or changes in external services; f. incompatibility arising after delivery as a result of external updates or changes; g. maintenance that was not part of the original engagement.

11.5. If a problem was caused by an error by the Contractor in the original selection, configuration or integration of an external component, it may nevertheless qualify as a Bug.

11.6. After expiry of the contractual warranty period, the Contractor may perform remediation, maintenance or investigation at the then-applicable rate.

12. Maintenance, Support and Availability

12.1. Maintenance, monitoring, support and ongoing availability are not included unless otherwise agreed in writing.

12.2. Without a separate service level agreement (“SLA”), no specific uptime, response time, recovery time or continuous availability is guaranteed.

12.3. Without a separate agreement, the Contractor is not required to respond immediately or perform work outside normal, reasonably available working hours.

12.4. An obligation to take reasonable measures to mitigate damage does not create a 24/7 availability, accessibility or on-call obligation.

12.5. Emergency support, on-call support and guaranteed response times must be separately agreed in writing.

13. Remedy of Deficiencies and Engagement of Third Parties

13.1. If the Client believes that the Contractor has failed to perform its obligations, the Client shall notify the Contractor in writing and in sufficient detail as soon as reasonably possible.

13.2. To the extent required by law or reasonable, the Client shall first give the Contractor an opportunity to investigate the problem and remedy it within a reasonable period.

13.3. If the Client engages a third party to investigate or remedy an alleged deficiency without the Contractor’s prior written consent, the associated costs shall in principle be borne by the Client and may not automatically be recovered from the Contractor.

13.4. Article 13.3 shall not apply to the extent that mandatory law gives the Client the right to engage a third party or recover the associated costs, including situations in which the Contractor is not legally entitled to a further opportunity to remedy the deficiency.

13.5. Both parties shall, within their reasonable capabilities, take measures to mitigate foreseeable further damage. This does not require the Contractor to be immediately available beyond what the parties have agreed regarding support or an SLA.

14. Intellectual Property

14.1. Intellectual property rights in software, code, libraries, frameworks, templates, tools, methods, concepts, techniques, generic components and know-how that existed before the engagement or were developed independently of it shall remain with the Contractor.

14.2. The same applies to generic or reusable components developed during the engagement that were not designed exclusively for the Client, unless otherwise agreed in writing.

14.3. For specifically commissioned custom work, the parties should preferably determine in writing for each engagement whether intellectual property rights are transferred or a licence to use is granted.

14.4. Unless otherwise agreed, after full payment the Client shall receive a non-exclusive, perpetual right to use the custom work specifically delivered by the Contractor for the Client, for the agreed use or the use that reasonably follows from the agreement.

14.5. Intellectual property rights shall only be transferred if expressly agreed in writing and, unless otherwise agreed, after all amounts due in connection with such transfer have been paid in full.

14.6. To the extent that the result contains third-party components or open-source software, the licence terms of the relevant rights holders shall apply.

14.7. The Client acknowledges that the use of open-source or external components may entail restrictions, obligations or licence conditions.

15. Client Materials and Instructions

15.1. The Client warrants that it possesses all rights, permissions, licences and legal bases required for materials, data, content, code, trademarks, images, texts, databases and instructions supplied to the Contractor or incorporated into the software at the Client’s request.

15.2. The Contractor has no general obligation to independently conduct legal investigations into the lawfulness, origin, licensing status or permitted processing of content or data provided by the Client unless such review is expressly included in the engagement.

15.3. The Client remains responsible for its business operations and for the manner in which it uses the delivered result.

15.4. To the extent permitted by law, a business Client shall indemnify the Contractor against third-party claims arising from materials, data or instructions supplied by the Client, unless the claim results from a breach attributable to the Contractor.

16. Legality and High-Risk Engagements

16.1. The Contractor may refuse, suspend or terminate an engagement or instruction if, in the Contractor’s reasonable opinion, there is a serious risk that performance would: a. violate applicable laws or regulations; b. infringe third-party rights; c. result in a relevant security or compliance risk; d. facilitate deception or fraud; or e. violate applicable terms of a platform, hosting provider, API provider or other necessary service provider.

16.2. At the Contractor’s request, the Client shall provide reasonable information necessary to assess such risks.

16.3. This provision does not require the Contractor to continuously monitor the Client’s business operations, content, datasets or use of the software.

17. Personal Data and Privacy

17.1. Each party shall comply with the privacy laws applicable to it, including the General Data Protection Regulation (“GDPR”).

17.2. The Client is responsible for determining whether personal data it collects, enters, stores, has processed or otherwise uses may lawfully be processed, insofar as the Client determines the purposes and essential means of that processing.

17.3. The Contractor does not, as standard, conduct a legal or privacy audit of personal data, datasets, forms, processes, consents or legal bases used by the Client.

17.4. If the Contractor processes personal data solely on behalf of the Client and thereby acts as a processor within the meaning of the GDPR, the parties shall enter into a separate data processing agreement where required.

17.5. When acting as a processor, the Contractor shall process personal data only in accordance with applicable law, the data processing agreement and valid instructions from the Client.

17.6. The Contractor shall implement appropriate technical and organisational security measures to the extent applicable to the Contractor.

17.7. The Client’s responsibility for the lawfulness of its own data processing does not release the Contractor from statutory obligations that apply directly to the Contractor.

18. Security

18.1. The Contractor shall take reasonable and appropriate security measures in performing the work, taking into account, among other things, the nature of the engagement, reasonably foreseeable risks and what the parties have agreed.

18.2. The Contractor does not guarantee that software will be completely free from vulnerabilities, security issues or attacks.

18.3. Penetration tests, formal security audits, certification, compliance audits and similar specialist assessments are included only if expressly agreed in writing.

18.4. The Client is responsible for appropriate management of its accounts, access rights, passwords, API keys and other credentials after they have been provided to the Client or fall under the Client’s control.

18.5. Where reasonable and practical, production accounts, domains, hosting accounts, cloud accounts and comparable client-specific services shall be placed directly in the Client’s name or under the Client’s control.

19. Backups and Data Loss

19.1. Unless backup management is expressly included in the engagement, the Client is responsible for creating, verifying and maintaining adequate and recoverable backups.

19.2. Before migrations, updates, substantial changes or other work that reasonably carries a risk of data loss, the Client shall ensure that a recoverable backup is available unless the parties have expressly agreed that the Contractor will provide it.

19.3. If the Contractor is responsible for backups, only the backup and retention policy agreed in writing shall apply.

20. Third-Party Services and Components

20.1. The Contractor may use hosting providers, cloud platforms, APIs, frameworks, packages, libraries, payment providers and other third-party services or components in performing the engagement.

20.2. The Contractor shall exercise reasonable professional care in their selection, configuration and integration.

20.3. The Contractor is not responsible for outages, security incidents, price changes, discontinuation, API changes, changes to terms or other events involving third parties that are beyond the Contractor’s reasonable control.

20.4. If external changes after delivery require modifications, these shall in principle constitute maintenance or new work charged at the applicable rate unless the issue results from an original error by the Contractor.

20.5. Costs of external services shall be borne by the Client unless otherwise agreed in writing.

21. Compatibility and Technical Environment

21.1. Unless otherwise agreed, software shall be developed for reasonably current and commonly used browsers, operating systems, devices and technical environments appropriate to the engagement.

21.2. Support for outdated browsers, legacy systems, specialised devices or specific non-standard environments is included only if agreed.

21.3. The Contractor is not responsible for subsequent incompatibility caused by changes beyond the Contractor’s control, subject to any statutory obligations that may apply in relation to consumers.

22. Documentation

22.1. The Contractor shall provide documentation that has been expressly agreed or that reasonably forms part of the agreed deliverable.

22.2. Extensive technical documentation, architecture documentation, user manuals, training materials or onboarding documentation are not automatically included.

23. Engagement of Third Parties

23.1. The Contractor may reasonably engage employees, independent contractors, specialised service providers and other third parties in performing the engagement.

23.2. The Contractor shall remain responsible to the Client for performance of the Contractor’s own contractual obligations to the extent that the law or agreement does not provide otherwise.

23.3. If an engaged party processes personal data as a sub-processor, the applicable GDPR obligations and relevant data processing agreement shall be followed.

24. Confidentiality

24.1. The parties shall keep confidential any confidential information received in connection with the engagement and shall use it only to the extent necessary to perform the agreement.

24.2. Information shall not be considered confidential if it: a. was already lawfully public; b. becomes public without breach of a confidentiality obligation; c. can demonstrably be shown to have already been lawfully known to the receiving party; d. was lawfully obtained from a third party; or e. must be disclosed pursuant to law, a court order or a lawful request from a competent public authority.

24.3. Credentials, non-public source code, security information, trade secrets and non-public client data shall in principle be treated as confidential.

25. Portfolio and References

25.1. After a project has been publicly launched, the Contractor may use the Client’s name and logo and non-confidential information concerning the publicly visible result as a portfolio item or business reference.

25.2. This right shall not apply if the Client has objected in writing before publication or the parties have agreed to confidentiality in this respect.

25.3. Confidential information, personal data not intended for publication and non-public business information shall not be published for portfolio purposes.

26. Handover and End of Services

26.1. Upon termination of the services, the Contractor shall, within reasonable limits, cooperate in transferring agreed files, access credentials and information to which the Client is entitled.

26.2. Additional work relating to migration, handover, documentation, export or support may be performed at the applicable rate unless such work was already included in the engagement or mandatory law provides otherwise.

26.3. The Client must reasonably and timely cooperate with the handover, including by providing required accounts, contact details, decisions and instructions.

26.4. If the Client fails to cooperate or provides insufficient cooperation, the Contractor is not required to keep data, infrastructure, accounts or project files available indefinitely.

26.5. After a reasonable handover or retention period, the Contractor may delete or terminate remaining copies, credentials and access rights unless applicable law, a data processing agreement or another written agreement requires longer retention.

27. Liability

27.1. For business Clients, the Contractor’s total liability arising from an attributable breach, tort or other legal basis shall, to the extent permitted by law, be limited to the amount actually paid by the Client to the Contractor for the relevant engagement to which the damage relates.

27.2. For business Clients, the Contractor shall, to the extent permitted by law, not be liable for indirect damages, including consequential damages, loss of profit, loss of revenue, lost savings, loss of business opportunities, reputational damage and business interruption.

27.3. For consumers, the limitations in this Article shall apply only to the extent that they are valid under applicable mandatory consumer law.

27.4. No limitation or exclusion contained in these Terms shall apply to liability that cannot lawfully be limited or excluded under applicable law.

27.5. In assessing liability, account shall be taken of the extent to which the damage was caused or increased by: a. acts or omissions of the Client; b. failure to follow reasonable instructions; c. modifications by the Client or third parties; d. use outside the agreed purpose; e. unlawful use; f. absence of backups for which the Client was responsible; or g. failure to take reasonable measures to mitigate damage.

28. Force Majeure

28.1. Neither party shall be liable for delay or failure to perform to the extent that performance is reasonably prevented by circumstances beyond that party’s reasonable control.

28.2. Depending on the circumstances, such events may include serious infrastructure failures, large-scale network or power outages, government measures, natural disasters, war, civil disruption, serious illness or incapacity, and failure of essential external suppliers over whom no reasonable control can be exercised.

28.3. Obligations shall be suspended for the duration of the force majeure event to the extent that performance is prevented by that event.

28.4. If the force majeure event continues for such a period that continuation can no longer reasonably be required of a party, either party may terminate the unperformed portion of the agreement, subject to payment for work already properly performed and costs due.

29. Amendments to the Terms

29.1. A new version of these Terms shall apply to new engagements from the stated effective date.

29.2. For ongoing services, the Contractor may amend these Terms after providing reasonable prior notice.

29.3. In relation to consumers, amendments shall only be applied to the extent permitted by law. If the law requires a right of termination, consent or other protection in connection with an amendment, that protection shall be respected.

30. Governing Law and Disputes

30.1. Agreements with the Contractor are governed by Dutch law.

30.2. The parties shall first make reasonable efforts to resolve any dispute amicably.

30.3. If this is unsuccessful, the dispute shall be submitted to the competent court determined in accordance with applicable Dutch statutory rules.

30.4. Consumers retain all rights relating to applicable law and competent jurisdiction granted to them under mandatory national or international consumer law.

31. Severability

31.1. If any provision of these Terms is found to be wholly or partially invalid, voidable or unenforceable, the remaining provisions shall remain in effect to the fullest extent possible.

31.2. Where necessary and possible, the parties shall replace or interpret the relevant provision in a legally valid manner that most closely reflects the purpose and intent of the original provision without prejudice to mandatory law.

32. Final Provisions

32.1. Failure to immediately exercise a contractual right does not constitute a waiver of that right.

32.2. A separate engagement, quotation, SLA, data processing agreement or other specific written agreement may contain additional or differing arrangements.

32.3. The Client is responsible for retaining a copy of the applicable Terms and project-specific agreements.

32.4. These Terms must be read in conjunction with the specific quotation, engagement confirmation or agreement to which they apply.

Contractor Contact Details

Trade name: Björn van der Lugt Name: Björn van der Lugt Place of establishment: Bergen op Zoom, North Brabant, the Netherlands Chamber of Commerce: 97587850 VAT identification number: NL005281002B85 Email: bjorn.vd.lugt@gmail.com Website: https://bjornvdl.dev