Terms and conditions

Article 1. Definitions

In these terms, the following definitions apply:

1. Contractor: Van Oosten Advies B.V., registered with the Dutch Chamber of Commerce under number 42077708, with its registered office in 's-Gravenpolder.
2. Client: the natural or legal person who enters into an agreement with Contractor or receives an offer to that end.
3. Agreement: any arrangement between Client and Contractor concerning the performance of activities.
4. Activities: all work carried out by Contractor at the request of Client, including advice, implementation, development, project and programme management.

Article 2. Applicability

1. These terms apply to all offers, engagements and agreements under which Contractor delivers goods or services.
2. Deviations from these terms are only valid if expressly agreed in writing.
3. Client's own terms and conditions are expressly rejected.
4. If any provision of these terms is void or annulled, the remaining provisions remain in full force. Parties will consult to replace the void provision with one that matches the original intent as closely as possible.

Article 3. Offers and formation of the agreement

1. All offers from Contractor are without obligation and valid for thirty (30) days, unless otherwise stated in the offer.
2. An agreement is formed at the moment Client accepts the offer in writing (including by email), or at the moment Contractor begins performance of the activities at Client's written request.
3. Additions or amendments to an agreement are only binding after written confirmation by both parties.

Article 4. Performance

1. Contractor performs the activities to the best of its insight and ability, with the care that may be expected from a skilled service provider.
2. The activities are best-efforts in nature unless the agreement expressly states a results obligation.
3. Where the activities are to be performed personally by Contractor, subcontracting to third parties is only permitted with prior written consent of Client.
4. Client provides Contractor in good time with all information, access, facilities and cooperation reasonably required for performance of the activities.

Article 5. Changes and additional work

1. If during performance it becomes necessary or desirable to adjust the activities, the parties will consult on amending the agreement.
2. Additional work is reported by Contractor in writing in advance, stating the extra activities, planning and costs.
3. Additional work is carried out after written approval by Client, except in cases of urgency where waiting cannot reasonably be required.

Article 6. Lead times

1. Lead times mentioned by Contractor are indicative and not fatal deadlines, unless expressly agreed otherwise in writing.
2. If an indicative lead time is exceeded, Contractor will inform Client as soon as possible and the parties will consult on an adjusted planning.

Article 7. Rates and invoicing

1. Rates are agreed at the time of the offer and are stated exclusive of VAT and exclusive of travel, accommodation and other necessary expenses, unless otherwise expressly stated.
2. Contractor is entitled to adjust its rates annually on 1 January based on price index figures and market developments. Adjustments are communicated at least thirty (30) days in advance.
3. For time-and-materials engagements, hours spent are invoiced monthly. For fixed-price project engagements, invoicing follows the schedule set out in the agreement.

Article 8. Payment

1. Invoices are paid within fourteen (14) days of the invoice date, without set-off or suspension, into a bank account designated by Contractor.
2. Upon exceeding the payment term, Client is in default by operation of law and statutory commercial interest is due on the outstanding amount from the due date until the day of full payment.
3. All reasonable costs of obtaining payment, both judicial and extrajudicial, are at Client's expense.
4. Contractor is entitled to suspend the activities as long as Client is in default, without thereby becoming liable for damages.

Article 9. Liability and indemnification

1. Contractor's liability for damage arising from or in connection with performance of an agreement is limited to the amount paid out by Contractor's professional or business liability insurance in the case in question, plus the applicable own risk.
2. If for any reason no payment is made under the insurance referred to in clause 1, liability is limited to the amount invoiced to Client in the twelve (12) months preceding the event causing the damage, with an absolute maximum of fifty thousand euros (€ 50,000).
3. Contractor is liable solely for direct damage. Liability for indirect damage, including consequential damage, loss of profit, missed savings, damage from business interruption and damage from loss of data, is excluded.
4. The limitations in this article do not apply if the damage is the result of intent or wilful recklessness on the part of Contractor.
5. Client indemnifies Contractor against third-party claims arising from or related to performance of the agreement, unless those claims result from intent or wilful recklessness on the part of Contractor.

Article 10. Force majeure

1. Force majeure means any circumstance under which performance of the agreement cannot reasonably be required. This includes outages or failures of third-party suppliers, internet, energy or telecom facilities, and instructions from public authorities.
2. If a party cannot perform its obligations on time or at all due to force majeure, those obligations are suspended for the duration of the force majeure. If the force majeure lasts longer than sixty (60) days, either party is entitled to terminate the agreement without liability for damages.

Article 11. Confidentiality and personal data

1. Parties treat all information of a confidential nature received or obtained in the context of an agreement as strictly confidential and do not share it with third parties without prior written consent of the other party.
2. This obligation applies during the term of the agreement and for three (3) years after its termination.
3. Information is not regarded as confidential where it was already public, lawfully obtained from a third party, or independently developed without use of the confidential information.
4. If Contractor processes personal data on behalf of Client, the parties will enter into a data-processing agreement in line with the GDPR. Contractor takes appropriate technical and organisational measures to protect personal data against loss and unauthorised access.

Article 12. Intellectual property

1. Intellectual property rights to materials developed or delivered by Contractor, including advice, designs, scripts, configurations and documentation, rest with Contractor.
2. Upon full payment of the agreed fee, Client obtains a non-exclusive, perpetual and non-transferable right of use to these materials for the agreed purpose.
3. Transfer of intellectual property rights takes place only if expressly agreed in writing and after full payment of the agreed fee.
4. Contractor retains the right to use knowledge and experience gained during performance of the agreement for other purposes, without thereby sharing confidential information of Client.

Article 13. Third parties and open source

1. Where performance of the agreement involves products or services from third parties, including cloud platforms and software vendors, the licence terms of those third parties apply in addition to these terms.
2. Open source components are governed by the licence terms set by the relevant open source community.
3. Contractor is not liable for the functioning or continuity of products or services from third parties.

Article 14. Termination

1. Either party may terminate an open-ended agreement in writing with a notice period of one (1) calendar month.
2. A fixed-term agreement or a specific engagement ends by operation of law upon completion of the agreed work.
3. Parties may dissolve the agreement in writing with immediate effect if the other party is in material breach of its obligations and fails to cure the breach within a reasonable period after written notice of default.
4. Upon termination, Client remains liable for the fees due up to the date of termination. Activities already performed and costs already incurred are invoiced on a pro-rata basis.

Article 15. Governing law and disputes

1. All agreements to which these terms apply are governed exclusively by Dutch law.
2. Disputes will first be resolved by mutual consultation where possible. Failing resolution, disputes will be submitted to the competent court in the district of Zeeland-West-Brabant, the Netherlands.