Terms & Conditions

1. Parties and applicability

1.1 Definitions and interpretation

These Terms govern all services provided and products delivered by the Provider to the Customer.

Cermus IT B.V. — Heerderweg 59c, 6224 LG Maastricht, The Netherlands — KvK 89607988 — BTW NL865038697B01. · Version 1.6 · Effective 2026-07-24

In these Terms, each Statement of Work, and any other agreement, such as an addendum, the capitalised terms have the meanings set out below or otherwise defined in these Terms or any other relevant agreement. Where a term is defined by reference to another term, that other term also has the meaning set out in this clause:

• Business Day means Monday through Friday, from 9.00 a.m. to 5.00 p.m. Central European Time, with the exception of generally recognized holidays in The Netherlands.
• Cancellation, Cancellable or Cancel means any Termination which under the applicable law leads, to the extent permitted, desired and communicated, to the end of the obligations of the parties beyond the date of such Termination, without prejudice to the obligations accrued prior to the date of such Termination.
• Customer means the legal entity or individual that accepts these Terms and purchases services and/or products from the Provider, as may be further specified in a Statement of Work.
• Customer Materials means all materials, data, content, designs, specifications, and instructions supplied by the Customer to the Provider for the purpose of performing the services.
• Data Processing Agreement means the separate agreement required under Article 28 GDPR where the Provider processes personal data on behalf of the Customer, covering the categories of data, processing purposes, sub-processors, security measures, and data-subject rights assistance procedures.
• Default means the position referred to in Article 6:81 of the Dutch Civil Code as "verzuim".
• Defect Log means the set of all Bug tickets created during an acceptance period and open at the acceptance deadline, constituting the definitive list of items the Provider will remedy after acceptance.
• Full Product Build means the multi-month software development engagement described in clause 2.2, comprising a minimum 6-month commitment, 12 × 2-week sprints, and 1 month of hypercare after go-live.
• Intellectual Property Rights means any intellectual property rights, including but not limited to rights such as copyrights, database rights, domain names, model rights, neighboring rights, patents, trade mark rights, trade name rights, as well as the rights to know-how and trade secrets.
• Material Breach means any Default or shortcoming justifying Rescission under Article 6:265 Dutch Civil Code, without prejudice to any other right for the relevant party under the Dutch Civil Code or any other applicable law.
• Non-Disclosure Agreement means a separate non-disclosure agreement which parties may conclude before confidential information is exchanged.
• Ongoing Retainer or Retainer means the continuous maintenance and improvement engagement described in clause 2.3, providing security updates, monitoring, bug resolution, feature iterations, and priority access to the Provider's team.
• Provider means Cermus IT B.V., a private limited liability company incorporated under Dutch law, registered with the Dutch Chamber of Commerce under number 89607988, with its registered address at Heerderweg 59c, 6224 LG Maastricht, the Netherlands.
• Provision for Acceptance means the Provider's notice to the Customer that: (a) the software is installed on the acceptance system; (b) the delivered version is tagged in version control; and (c) the Customer has been granted access to test the deliverable; the event that starts the acceptance period under clause 7.
• Requirements Match Guarantee means the guarantee set out in clause 10.2 under which the Provider ensures that the delivered application matches the requirements of the signed-off Statement of Work.
• Rescission or Rescind means any Termination which under the applicable law creates the obligation for the parties to undo, to the extent permitted, desired and communicated, any performance rendered prior to the date of such Termination, save that this obligation to undo does not apply to the extent clause 16.6 provides otherwise.
• Sprint means the 14-Day Validation Sprint engagement described in clause 2.1, a fixed-scope engagement in which the Provider designs, builds, and deploys a production-ready application within 14 calendar days of the Customer's written sign-off on the Statement of Work (subject to a minimum of 10 Business Days within that window).
• Statement of Work or SOW means the document that defines the agreed scope, deliverables, acceptance criteria, milestones, and any pricing or timeline variations for an agreement.
• Support means a ticket type representing a request for assistance with the testing or use of the software, not constituting a Bug or a Change Request.
• Termination or Terminate means any manner through which an agreement is brought to an end and/or expires, including Rescission and Cancellation.
• Terms means these Terms and Conditions of Cermus IT B.V., as updated from time to time.
• 14-Day Delivery Guarantee means the guarantee set out in clause 10.1 under which the Provider delivers the agreed Sprint scope within 14 calendar days of the Customer's written sign-off on the Statement of Work, subject to a minimum of 10 Business Days within that window.
• 30-Day Bug-Free Guarantee means the guarantee set out in clause 10.3 under which the Provider fixes Bugs in the delivered scope at no charge for 30 calendar days after delivery acceptance.

In these Terms and any other relevant agreement: (a) the singular includes the plural and vice versa; (b) a reference to a clause is a reference to a clause of these Terms unless otherwise stated; (c) headings are for convenience only and do not affect interpretation.

1.2 Acceptance

These Terms become binding either:

1. when you, the Customer, place an order through our checkout page and confirm acceptance by clicking "I agree" or an equivalent button; or
2. when both parties agree on any document that incorporates these Terms by reference.

Each acceptance method has equivalent legal effect. Click-through acceptance is recorded by the payment processor at checkout (timestamp, IP, account email).

1.3 B2B only

By accepting these Terms you represent that you are acting in a professional or commercial capacity (B2B), that you are authorised to bind the Customer, and that the European consumer right of withdrawal under Directive 2011/83/EU and Article 6:230m of the Dutch Civil Code (BW) does not apply.

Even if a consumer right of withdrawal were to apply, it would be excluded under Article 16(c) of Directive 2011/83/EU, since the services are made to the Customer's specifications. As a condition of acceptance, the Customer must provide its Chamber of Commerce registration number (KvK-nummer) or equivalent business registration identifier. The Provider reserves the right to treat acceptance by an unverified entity as voidable and to refund any payment received, net of any administrative costs incurred.

1.4 Order of precedence

Where conflict arises between documents, the following order of precedence applies, from highest to lowest: (1) the Statement of Work, exclusively to the extent it explicitly addresses: (i) scope and deliverables; (ii) timeline and milestones; (iii) acceptance criteria; (iv) pricing variations; or (v) any express written derogation from these Terms identified as such; (2) these Terms on all other matters, including liability, intellectual property, data protection, Termination, and warranties.

The Customer's general terms and conditions of purchase do not apply, regardless of when communicated. The Customer expressly waives any right to invoke its own general terms and conditions.

2. Services

The Provider offers the following services. The price for each is stated on the checkout page or in the applicable Statement of Work. Detailed billing mechanics are in clause 3.

2.1 14-Day Validation Sprint

A fixed-scope engagement in which the Provider designs, builds, and deploys a production-ready application within 14 calendar days of the Customer's sign-off on the requirements (clause 10.1).

• One-time payment, due at checkout
• Scope defined and signed off by the Customer in writing before the 14-day delivery clock begins
• 14-Day Delivery Guarantee per clause 10.1
• Requirements Match Guarantee per clause 10.2
• 30-Day Bug-Free Guarantee per clause 10.3

2.2 Full Product Build

A multi-month engagement for projects that exceed the Sprint scope. Development is carried out by a dedicated squad in 2-week sprint cycles over a 6-month period, with 1 month of hypercare after go-live.

• Monthly recurring payment per squad
• Minimum commitment: 6 months
• Subscription auto-cancels at the start of month 7 unless an Ongoing Retainer is bundled
• Sprint-by-sprint scope refinement with Customer review sessions
• 30-Day Bug-Free Guarantee per clause 10.3 applies at go-live
• Requirements Match Guarantee per clause 10.2 applies to each sprint deliverable

2.3 Ongoing Retainer

A continuous maintenance and improvement engagement. The same team that built the application provides security updates, monitoring, bug resolution, feature iterations, and priority access.

• Monthly recurring payment
• Service levels per clause 11 (pickup-time guarantees only)
• Cancellable with 30 days' written notice (clause 16.3)
• Available only as a bundle with a Sprint or Full Product Build (see clause 2.4)

2.4 Bundles

Two bundles are available:

• Sprint + Retainer: the Ongoing Retainer begins 30 calendar days after Sprint delivery. Billing for the Retainer begins at that point and runs monthly thereafter.
• Full Product Build + Retainer: the Ongoing Retainer begins in month 7 of the engagement, immediately following the 6-month build period. The 30-Day Bug-Free Guarantee (clause 10.3) runs within month 7 alongside the Retainer. The Customer pays for the Retainer monthly from month 7 onward; the Retainer covers ongoing non-Bug work (Change Requests, feature iterations, Support, migration support, security updates, etc.) per clauses 2.3, 9, and 11.4, while Bug fixes remain free of charge under clauses 10.3 and 11.4.

2.5 Other or additional services

The Provider may provide the Customer with other or additional services and/or products. This may be provided upon request or — if reasonably possible — with the prior consent of the Customer. The Customer shall reimburse these other or additional services and/or products in accordance with the agreed rates, or in the absence thereof, in accordance with the usual rates of the Provider.

If the Customer makes a request to the Provider to provide services and/or products, as referred to in the previous paragraph, the Provider is not obliged to comply with that request. The Provider may require the Customer to enter into a separate agreement for these services and/or products.

If other or additional services and/or products are provided by the Provider and a fixed price was agreed for the initial agreement, the Provider will, upon request, inform the Customer in writing of the financial consequences of the provision of the other or additional services and/or products.

The Customer acknowledges and accepts that other or additional services and/or products may affect the performance of the initial agreement, the responsibilities of the parties, any previously agreed fixed price and/or delivery dates and performance periods. The fact that (the demand for) other or additional services and/or products arises during the performance of the initial agreement shall not be a basis for Termination and/or Rescission of the agreement by the Customer.

2.6 Statement of Work

For each engagement, the Provider may issue a Statement of Work after purchase, defining the agreed scope, deliverables, acceptance criteria, milestones, and any pricing or timeline variations. The Statement of Work prevails on specific points over these Terms (clause 1.4).

2.7 Performance of the services

All services provided by the Provider are performed on the basis of its commercially best effort (inspanningsverbintenis).

The Provider is entitled to engage auxiliary persons (hulppersonen), including subordinates, for the performance of the services.

The Customer acknowledges that the success of the services is co-dependent on proper and timely cooperation with the Provider. The Customer shall therefore give all the co-operation to enable timely and correct performance of the services by the Provider. In particular, the Customer shall ensure that all data, information and/or cooperation of which the Provider indicates that they are necessary or desirable, or of which the Customer should reasonably understand that they are necessary for the performance of the services, shall be provided rightly and in due time to the Provider.

The delivery dates and performance periods specified, or agreed upon, by the Provider shall always apply as target dates and periods, shall not bind the Provider and shall always be indicative (streeftermijnen), unless expressly stated otherwise.

3. Pricing, payment, and recurring billing

3.1 Currency and tax

All prices are stated in euros (EUR) and exclude VAT. Dutch BTW and EU VAT rules apply per the Customer's establishment:

• Customers established in the Netherlands: 21 % BTW added on the invoice
• Customers established in another EU Member State who provide a valid VAT identification number: intra-Community reverse charge applies; no Dutch VAT charged
• Customers established outside the EU: no Dutch VAT charged where the service qualifies as exported

3.2 Payment processor

Payment is processed via the payment processor specified at checkout (currently Stripe Payments Europe Ltd, Ireland). By submitting payment you authorise the payment processor to charge the agreed amount. For recurring services, you authorise the processor to charge recurring amounts on the agreed billing cycle until the engagement is cancelled in accordance with these Terms.

3.3 Invoices

The Provider issues invoices and emails them to the Customer's billing contact. The Customer is responsible for ensuring the billing contact details on file are current. Invoices are due and payable within 14 calendar days of the invoice date. For recurring Stripe subscription charges, the Stripe charge date constitutes the due date. The Provider may withhold further services if any invoice remains unpaid after its due date without this constituting a breach by the Provider.

3.4 Late payment

In the event of payment delay, the Customer is in Default by operation of law and the Provider may, amongst others, reduce or suspend the services until the invoice is paid, without liability for any resulting damage. Statutory commercial interest under Article 6:119a BW and reasonable collection costs, both the judicial and the extrajudicial collection costs, including the costs of lawyers, bailiffs and collection agencies, are due in addition to the invoice amount from the day after the payment term expires. The extrajudicial (collection) costs shall be calculated in accordance with the Dutch "Staffel buitengerechtelijke incassokosten" (BIK).

3.5 Additional services rate

Where work falls outside the scope of the purchased offer (for example, change requests beyond the SOW or out-of-scope support outside the retainer), the Provider charges the additional-services hourly rate stated in the Statement of Work, or — where no rate is specified — the Provider's then-current published rate. Additional work is announced and approved by the Customer in writing or by email before it is performed.

3.6 Expenses policy

Additional meetings on-site at the Customer or participation in meetings with further project participants are charged according to effort on the basis of the additional-services rate (clause 3.5) and additionally invoiced. Expenses are billed in accordance with the following conditions:

• Train travel: 2nd class
• Flight: economy fare or cheapest fare, as feasible
• Car: €0.23 per kilometre driven (Dutch tax-free reimbursement maximum, adjusted to the prevailing statutory rate)
• Hotel: costs as incurred, mid-range (3 stars) to good (4 stars) hotel category
• Other costs (e.g., taxi, parking) are passed through 1:1
• Per-diem meal allowances are billed at the prevailing Dutch tax-free rates

4. Statement of Work and scope

4.1

The Statement of Work is issued by the Provider after purchase and defines the engagement at the level of detail necessary for delivery. The Statement of Work serves as:

• the catalogue of criteria for acceptance under clause 7;
• the basis for assessing warranty claims and bug reports;
• the boundary for distinguishing change requests from in-scope work.

4.2

The Customer signs off on the Statement of Work in writing before development begins. Sign-off may be by email confirmation, electronic signature, or any other written form that identifies the signatory.

4.3

Once signed off, the Statement of Work is locked. Changes after sign-off are handled as change requests under clause 9.

4.4

Where the Customer's specific requirements imply implementation items not explicitly stated in the Statement of Work but necessary for the software to function for its intended purpose (for example, double opt-in for a registration form, basic accessibility for a public web application, security advisories on production dependencies), the Provider delivers those items as part of the agreed scope at no additional charge.

5. Project plan and partial deliveries

5.1 Project plan as binding annex

For Full Product Build engagements, the Provider and the Customer agree a project plan as part of the Statement of Work. The project plan serves both parties as a binding agreement for the provision of services that drive the project's progress.

5.2 Required content of the project plan

The project plan shall set out, at a minimum:

• the duration and start date of the engagement
• the responsible party for each delivery item
• the delivery result for each milestone
• the Customer's cooperation services, named by reference to specific service items in the Statement of Work, with their deadlines (clause 6)
• the timing of the "provision for acceptance" notice (clause 7.1) and the overall acceptance
• any partial deliveries (per individual project milestones)

5.3 Partial deliveries

Partial deliveries follow the same acceptance procedure as the overall acceptance under clause 7. The same legal effects (defect log, deemed acceptance after silence, insignificant-defect rule) apply per partial delivery.

5.4 Deviations from the project plan

Deviations from the project plan are decided during the engagement and require mutual consent of both parties.

5.5 Late completion and reasonable period

If the Provider does not provide the agreed services on time, the Customer must send the Provider a written notice of Default (ingebrekestelling). Termination by the Customer is only permissible if the Customer has set the Provider a reasonable period of 8 weeks for completion after the agreed completion date (overall acceptance), in accordance with Articles 6:81–6:83 BW.

A notice of Default and deadline may only be issued if the overrun of the completion date is not attributable to subsequent change requests (clause 9) or to delayed delivery services of the Customer. The delivery of services as agreed in the project plan is required from both parties.

5.6 Customer Default on cooperation

If the Customer fails to fulfil a cooperation obligation under clause 6 within the agreed timeline, the Provider sends a written notice of Default setting a deadline of 5 Business Days. If the Customer remains in Default, the Provider may, amongst others: (a) suspend its own performance without liability; (b) extend all delivery timelines by the delay duration plus 5 Business Days; and (c) charge additional time caused by the Customer's failure at the additional-services rate (clause 3.5).

6. Cooperation obligation

6.1

The Customer is obliged to provide reasonable cooperation in the implementation of the services. Cooperation includes in particular:

• providing test data, content, credentials, and access to third-party systems within the timeline agreed in the Statement of Work
• attending scheduled review sessions
• naming a responsible person with decision-making authority over scope, change requests, and acceptance, including contact details
• promptly responding to written requests for information or sign-off
• where applicable, providing the hardware, hosting, or licences on which the software will run

6.2 Acceptance is a cooperation obligation

The Customer is in particular obliged to perform acceptance promptly in accordance with the project plan and clause 7. Acceptance is a mandatory cooperation obligation; the Provider's continued performance is contingent on the Customer's timely participation in the acceptance process.

6.3 Drafts and test versions

If the Provider submits drafts, test versions, or similar to the Customer, the Customer shall review them carefully. Complaints or change requests must be notified at this point insofar as they are recognisable.

6.4 Failure to cooperate — reminder and assumption

If the Customer fails to fulfil one of its cooperation obligations within the agreed timeframe, the Provider shall send a written reminder by email. If the cooperation service is not delivered within the deadline set in the reminder, the Provider is entitled to make reasonable assumptions and to base further development on those assumptions. This applies in particular to the provision of specifications, data formats, drawings, interface descriptions, screen designs, or test data. Subsequent change requests by the Customer that arise from such assumptions are handled under clause 9. The same applies in the event of faulty or incomplete delivery within the scope of the Customer's cooperation obligation.

7. Acceptance procedure

7.1 Provision for acceptance

The Provider signals the start of acceptance by giving the Customer written notice of "provision for acceptance". Provision for acceptance occurs when:

1. the software is installed on the system relevant for acceptance, and
2. the version delivered is tagged in version control (release tag), and
3. the Customer is granted access to test the deliverable.

The Provider presents the software delivery to the Customer (typically via the internet) and demonstrates the properties guaranteed in the Statement of Work.

7.2 Defect reporting and the defect log

During the acceptance period, the Customer reports defective or missing properties (Bugs) via the ticketing system provided by the Provider. Ticket types and priorities are governed by clause 8. The set of all tickets created during the acceptance period and open at the deadline is the defect log. After the conclusion of acceptance, the defect log is the definitive list of items the Provider must remedy.

7.3 Default acceptance window

The default acceptance period is 30 calendar days from provision for acceptance. Within this period the Customer either issues a written declaration of acceptance or files defect tickets via the ticketing system.

7.4 Reminder and deadline-set procedure

The Provider may, at any time during or after the default acceptance window, set a written reasonable deadline by email for the Customer to issue a declaration of acceptance. After the deadline expires without response, the software is deemed accepted.

If the Customer makes no response (neither a declaration of acceptance nor any defect ticket) within the 30-day default window and the Provider has not set a separate deadline, the software is deemed accepted at the end of the 30-day window.

7.5 Insignificant defects do not block acceptance

Acceptance may not be refused because of insignificant defects. A defect is insignificant when it is not classified as a Bug of priority "Critical" under clause 8.2. The services in the Statement of Work are exclusively decisive for determining the category and priority of an alleged defect.

7.6 Defects in the declaration of acceptance

If the software has passed the acceptance tests, the Customer is obliged to issue a written declaration of acceptance. Any defects identified are to be recorded in the declaration of acceptance. Defects recorded in the declaration of acceptance must be remedied by the Provider within a reasonable time, at no additional charge.

7.7 Acceptance environment

Acceptance is to be carried out on the Provider's test system. If the live environment of the software is already in place, operational, and accessible to the Provider with full access permissions, the live environment shall be deemed the environment relevant for acceptance.

A migration from a test system to the live system is not owed during development and, at the Customer's request, is only to be performed against an appropriate additional remuneration in accordance with the additional-services rate (clause 3.5). Where the Customer has an active Ongoing Retainer (clause 2.3), migration support is treated as a Change Request under clause 9 and is handled under the Retainer hour allowance per clause 11.4.

The acceptance environment must be available by the start of development work if it is to count as relevant for acceptance. If this is not the case, the Provider is entitled to provide a free but acceptance-relevant test environment. The acceptance-relevant test environment may differ from the actual live system, as a result of which error-free operation in the live environment cannot be guaranteed.

If acceptance is performed on a test system of the Provider, the Provider hands over the software after acceptance has been granted and makes it available for download as a delivery. If acceptance takes place on the intended live system, delivery is by installation of the software on the live system. The delivered version status is marked in the version control system by means of a release tag.

For additional support during installation on the live system, where the latter differs from the acceptance-relevant test system, the Provider may demand additional reasonable remuneration.

7.8 Custody of materials provided between parties

All documents and materials made available by one party to the other for the performance of the engagement are to be treated with care and may only be reproduced for in-house use. Furthermore, they may not be made accessible to third parties. They are to be returned to the other party, including any copies made, as soon as they are no longer needed for performance of the engagement.

8. Ticket categorization

8.1 Ticket types

Each ticket has one of the following types:

• Bug — a property guaranteed in the Statement of Work, or in a change request already provided for acceptance, is missing or defective. A ticket can only be classified as a Bug with reference to a numbered service item from the Statement of Work or to a change request already provided for acceptance. If no such reference can be established, the ticket cannot be assessed as a Bug. Reference to a service item or change request can only be made if the level of detail remains unchanged. An additional level of detail of a requirement is categorised as an additional change request.
• Change Request — implementation of an additional or modified function that is not contained, or not contained at the same level of detail, in the Statement of Work or a change request already provided for acceptance.
• Support — a request for assistance with testing or use of the software.

8.2 Priorities

Each ticket is assigned a priority:

• Critical (High / Class 1) — a function is missing, defective, or urgently needed to operate the software for its intended purpose, and there is no workaround.
• Medium (Class 2) — a function is missing, defective, or urgently needed, and a workaround exists that achieves the same result.
• Low (Class 3) — an insignificant function which does not prevent use of the software is defective or missing, or it concerns a display issue.

8.3 Misclassified tickets

If an alleged Bug turns out not to be a defect (for example, the requirement is not in the signed-off Statement of Work, or the malfunction is caused by the Customer's environment or user behaviour), the Customer bears the costs of analysis at the additional-services rate (clause 3.5).

9. Change requests

9.1

Change requests by the Customer regarding the scope, structure, or other features of the deliverable named in the Statement of Work may be considered by the Provider when they constitute a deviation from the signed-off scope. The signed-off Statement of Work is the standard for assessment.

9.2 Pricing of accepted change requests

If the Provider accepts a change request, the additional time required is billed at the additional-services rate (clause 3.5) unless the Statement of Work specifies a fixed allowance for change requests. The Provider is not obliged to disclose its calculation but must justify the additional fee in a comprehensible manner.

9.3 Per-offer treatment

For Sprint engagements, all change requests are out of scope and billed separately. For Full Product Build engagements, change requests are accommodated within the sprint cycles in priority order. For the Ongoing Retainer, the prioritised handling of change requests is the normal mode of work.

9.4 Change request budget within an engagement

Where the Statement of Work specifies a fixed quantified allowance for change requests, that allowance serves as a buffer for change requests in the engagement. All change requests that do not exceed this allowance are not separately billed. Change requests that go beyond the allowance are billed in accordance with clause 9.2. The change-request allowance must be planned for and made available by the Provider to the Customer; it serves both parties for planning change-request efforts. Use of the allowance is not mandatory for the Customer.

9.5 Unused change-request allowance

Where the Statement of Work specifies a fixed quantified allowance for change requests, unused allowance hours lapse at the end of the engagement period stated in the Statement of Work (for the Full Product Build, this is the end of the 6-month build period under clause 16.2). Unused allowance is not refunded, credited, or carried over.

10. Three guarantees

10.1 14-Day Delivery Guarantee (Sprint only)

The Provider delivers the agreed scope within 14 calendar days of the Customer's written sign-off on the Statement of Work, provided that this period includes at least 10 Business Days.

If delivery is not achieved by the end of this period, the Provider continues to work on the engagement at no additional cost until the agreed scope is delivered. No refund of the price paid is owed: the Provider commits to deliver.

The Provider's continued-performance obligation under this clause is contingent on the Customer fulfilling its cooperation obligations under clause 6. The parties' general rights under clause 16.4 (Rescission for Material Breach) remain unaffected.

10.2 Requirements Match Guarantee

The delivered application matches the signed-off Statement of Work. Deviations within the agreed scope are corrected by the Provider at no charge.

10.3 30-Day Bug-Free Guarantee

Defects in the delivered scope (Bugs as defined in clause 8.1) are fixed by the Provider at no charge for 30 calendar days after delivery acceptance.

10.4 Exclusions

The guarantees do not cover:

• defects caused by Customer modifications or third-party modifications outside the Provider's control
• changes to the hosting environment not managed by the Provider
• use of the software outside its intended purpose as defined in the Statement of Work
• defects caused by Customer-supplied data, content, or instructions

11. Service levels (Ongoing Retainer)

11.1 Pickup-only commitments

The Ongoing Retainer service levels apply only to Customers with an active Retainer engagement. The service levels are pickup-time commitments only: the Provider commits to acknowledging, triaging, and assigning the request to an engineer within the stated time. The Provider does not guarantee resolution time, which depends on root cause and complexity.

11.2 Pickup times

Outside Business Days, the Provider uses best-effort response.

11.3 Triage and progress reporting

After pickup, the engineer triages the request, communicates an estimated path to resolution, and proceeds in priority order against the Customer's backlog. The Customer's project manager (or named escalation contact) is informed of resolution progress at intervals appropriate to the priority.

11.4 Hour allowance and overrun transparency

Where the Statement of Work specifies an hour allowance for the Retainer, time spent on processing Support and Change Request tickets — including migration support to a Customer-controlled production environment, new feature iterations, security updates, and other non-Bug work — is booked against that allowance.

Bug fixes (defects against the signed-off Statement of Work or any change request already provided for acceptance) are not booked against the allowance and are in no case billed separately.

If the time spent in a given period exceeds the provided allowance, the Provider will inform the Customer thereof and substantiate the overrun transparently and verifiably by disclosing time tracking. An additional allowance for further support services must be promptly offered by the Provider.

11.5 Unused capacity does not roll over

For monthly Retainer capacities firmly regulated in the Statement of Work, the agreed hours are made available to the Customer and billed accordingly each month. Unused capacity may not be carried over to a following month and shall lapse.

12. Warranty and liability

12.1 Limited warranty

The Provider performs the services with reasonable skill and care in accordance with prevailing industry standards. Beyond this, no warranty (express or implied) is given regarding fitness for a particular purpose, merchantability, or non-infringement, except as expressly stated in these Terms or the Statement of Work.

12.2 Liability cap

To the maximum extent permitted by Dutch law, the Provider's total aggregate liability for any claim arising out of or in connection with the services shall not exceed the total fees paid by the Customer under the relevant engagement in the twelve (12) months preceding the claim.

12.3 Excluded damages

The Provider is not liable for indirect, consequential, incidental, or special damages, including but not limited to: loss of profit, loss of revenue, loss of data, loss of business opportunity, loss of goodwill, or reputational damage.

12.4 Customer-caused damages

The Provider is not liable for damages arising from the Customer's failure to provide accurate or timely information, requirements, cooperation, or access necessary for delivery of the services.

12.5 Force majeure

Where the Provider is unable to perform its contractual obligations, or is unable to perform on time, as a result of illness, force majeure, third-party service outage, or other circumstances unavoidable for the Provider, the Provider is entitled to defer fulfilment of the affected obligations by the duration of the impediment plus a reasonable lead time. Performance periods are reasonably extended where the impediment is the responsibility of the Customer. The Provider gives the Customer immediate written notice of any such impediment.

12.6 Damage reporting

A condition for the existence of any right of the Customer to compensation is always that the Customer reports the damages in writing to the Provider as soon as possible, and in no case later than thirty (30) days, after the damages have occurred. Any claim for damages against the Provider shall lapse by the mere lapse of twelve (12) months after the occurrence of the claim, unless the Customer has made a legal claim for compensation before the expiry of that period. This does not affect the Customer's complaint obligation.

12.7 Carve-outs from limitations

Nothing in this clause excludes or limits liability for fraud, wilful misconduct, gross negligence (where unrestricted by Dutch law), or any liability that cannot be excluded under Dutch law.

12.8 Backup before sensitive work

The Provider is only liable for the recovery of data if it caused their destruction intentionally or through gross negligence. Before working on sensitive data, a data backup is performed in coordination with the Customer to ensure that the processed data can be reconstructed at reasonable expense in the event of data loss.

12.9 Indemnification

The Customer shall indemnify the Provider against all claims of third parties and resulting damages due to a failure of the Customer to perform the agreement, an infringement of any Intellectual Property Right by the Customer or any other act or omission of the Customer.

13. Intellectual Property Rights

13.1 Intellectual Property Rights remain with the Provider

The Intellectual Property Rights on all works and materials developed, used or made available by the Provider with regard to the agreement will remain with the Provider and/or its suppliers. These works and materials include, but are not limited to, all software, websites, designs, documentation, analyses, protocols, advice, reports, offers, data files, codes and configuration files on which Intellectual Property Rights can rest, and the preparatory material thereof, as well as provided services and the results thereof.

13.2 License

On full payment for the relevant deliverable, the Provider grants the Customer a worldwide, royalty-free, non-exclusive licence to use, modify, and distribute the delivered source code, documentation, or other relevant deliverable. If the Customer wants a transfer of copyrights or other Intellectual Property Rights related to the relevant deliverable, the Customer may request this to the Provider in accordance with clause 13.3. The Statement of Work fees do not include a transfer of any Intellectual Property Right unless expressly stated.

13.3 Deed of assignment

On the Customer's written request, the Provider may at its sole discretion decide to transfer Intellectual Property Rights, such as copyrights, to the Customer. The Provider is never obliged to do so. In case of a transfer the Provider may request an additional fee and the parties will conclude on a separate assignment deed (akte van overdracht) transferring the Intellectual Property Right in the relevant deliverable(s) to the Customer.

13.4 Knowledge retention

The Provider always retains the right to use general knowledge, techniques, frameworks, and methodologies acquired during the engagement for other customers, provided that no confidential information of the Customer is disclosed.

13.5 The Provider's right to reuse code

The Provider is always, also in the case of a transfer of Intellectual Property Rights, entitled to use itself, or to pass on to third parties, the software or individual, not merely insignificant parts thereof, in modified or unmodified form.

13.6 Third-party components

Third-party components incorporated into the deliverables (open-source libraries, cloud services, payment processors, and similar) remain governed by their respective licences and are not part of any transfer of Intellectual Property Rights. The Provider uses commercially reasonable effort to use components with permissive licences and provides the Customer with a list of material third-party components on written request.

13.7 Reservation of title and licence suspension

The Provider reserves title in the deliverable until receipt of all payments due under the underlying Statement of Work. If the Customer fails to fulfil its contractual obligations, in particular in the event of payment delay, the Provider is entitled to reclaim the delivered deliverable; the Customer is obliged to surrender the software including all copies. In such case, operation of the software must be ceased immediately at the Provider's request. The reclaim demand does not constitute a Termination of the contract unless this has been expressly declared in writing.

The Customer is obliged to notify the Provider immediately of seizures, attachments, or other interventions by third parties in respect of the deliverable, so that the Provider can assert its rights to the software.

In addition, the licence granted to the Customer is automatically suspended when any payment falls overdue by more than 14 calendar days. The Customer must immediately cease all use of the software upon receipt of a written suspension notice. The Provider may remotely disable access to any environments it manages. The licence is reinstated upon full payment of all outstanding amounts.

13.8 Materials supplied by the Customer

The Customer grants the Provider a non-exclusive licence to use all materials supplied by the Customer to perform the services. The Customer warrants that such materials do not infringe any third-party rights and shall indemnify the Provider against any third-party claims arising from using such materials.

14. Data protection

14.1

Where the Provider processes personal data on behalf of the Customer, the parties enter into a separate Data Processing Agreement (verwerkersovereenkomst) under Article 28 GDPR. The Provider's standard Data Processing Agreement template is provided on request.

14.2

The Provider's standard Data Processing Agreement specifies the categories of data, categories of data subjects, purposes of processing, sub-processors (with their countries of processing and applicable transfer mechanisms under Chapter V GDPR), technical and organizational measures (Article 32 GDPR), personal-data-breach notification timelines, and the procedures for assistance with data subject rights (Articles 12–22 GDPR).

15. Confidentiality

15.1

Both parties treat all non-public information exchanged during the engagement (including business plans, prices, customer data, source code, and project documents) as confidential. Confidential information may be disclosed only to officers, employees, or professional advisers (lawyers, auditors, tax advisers) who have a need to know and are bound by confidentiality obligations equivalent to this clause.

15.2

The confidentiality obligation survives Termination of the engagement and remains in force for 2 years after the last delivery.

15.3

The Customer may request that the parties enter into a separate Non-Disclosure Agreement before any confidential information is exchanged in connection with negotiations. The Provider's standard Non-Disclosure Agreement template is provided on request.

16. Termination, Cancellation and Rescission

16.1 14-Day Validation Sprint

The Sprint is a one-time engagement. Cancellation by the Customer is possible only before development begins (i.e., before the Customer signs off on the Statement of Work). In that case, a full refund is issued minus an administrative fee of up to 10 % of the price paid, covering payment-processing fees and reasonable administrative cost incurred.

16.2 Full Product Build

The Full Product Build is a minimum-commitment engagement of six (6) calendar months. Early Termination by the Customer before the end of the 6-month period does not release the Customer from its payment obligations. In the event of early Termination by the Customer, the Customer shall pay: (a) all fees for services performed up to Termination; (b) the remaining monthly fees for the balance of the 6-month period, immediately due on Termination; and (c) any non-cancellable third-party costs. The Provider retains all amounts already paid. The subscription auto-cancels at month 7 unless a Retainer is bundled. Where Rescission is for the Provider's Material Breach under clause 16.4, item (b) above does not apply.

16.3 Ongoing Retainer

The Ongoing Retainer is Cancellable by either party with 30 days' written notice. The notice period runs from the date the written notice is received by the other party. Charges continue at the regular rate during the notice period.

16.4 Rescission for Material Breach

Either party may rescind (ontbinden) any engagement immediately by written notice if the other party materially breaches these Terms or the Statement of Work and fails to remedy the breach within 14 calendar days of written notice specifying the breach (ingebrekestelling).

16.5 Rescission without notice of Default

Each party has the right to Rescind any engagement without a notice of Default being necessary if the other party is declared bankrupt or applies for a moratorium on payments, a general attachment is levied against the other party's assets, it goes into liquidation or is dissolved.

16.6 Effects of Rescission

If, at the time of the Rescission, (parts of) the engagement have already been (partially) performed or provided by the Provider to the Customer, these provided performances and provisions and the corresponding payment obligation(s) are not subject to the undoing obligations (ongedaanmakingsverbintenis) as a result of the Rescission.

Invoices already sent by the Provider to the Customer prior to Rescission in connection with what has already been (partially) performed or delivered under the engagement must be paid by the Customer. These invoice amounts are immediately due and payable at the time of the Rescission.

The Provider is never obliged to pay damages or to refund any fees already received, due to Rescission of the engagement, in any way and for any reason.

16.7 Effects of Termination

Termination does not affect rights and obligations accrued before Termination, including unpaid invoices, the confidentiality obligation (clause 15), the data-protection obligations (clause 14), the limitation of liability (clause 12), and the rights and obligations related to Intellectual Property Rights (clause 13).

17. Final provisions

17.1 Evidence and electronic communication

Data stored in non-modifiable electronic registers (version-control systems, code repositories, ticketing systems) are admissible as evidence between the parties. Emails are treated as written communications for all purposes under these Terms. Presentation of a copy of an email showing the sending process is sufficient proof of dispatch.

17.2 Transfer of risk

The risk of loss, theft, embezzlement or damage to the materials, software, data files and/or other deliverables shall pass to the Customer at the time when they are brought within the actual power of disposal of the Customer or an auxiliary person of the Customer and/or when the Customer or an auxiliary person of the Customer has the access rights thereto.

17.3 Complaints procedure

If the Customer is dissatisfied with the services, the Customer submits a written complaint to the Provider. The Provider acknowledges the complaint within 5 Business Days and aims to resolve it within 15 Business Days. If resolution requires longer, the Provider informs the Customer of the expected timeline. If the complaint is not resolved to the Customer's satisfaction, either party may refer the dispute to mediation or to the competent forum (clause 17.10).

17.4 Reference clause

The Provider is entitled to include the Customer in its reference list and to name the Customer specifically with details of location and project content. Confidentiality (clause 15) remains unaffected.

17.5 Supply-chain security (NIS2)

Where the Customer is classified as an Essential or Important Entity under the Dutch Cyberbeveiligingswet (implementing Directive (EU) 2022/2555, "NIS2"), the Provider cooperates in good faith with the Customer's supply-chain security obligations. This includes providing documentation of the Provider's security practices on request, timely notification of material security incidents affecting the services, and reasonable assistance with the Customer's incident-reporting duties to the Dutch cybersecurity authority.

17.6 AI systems (AI Act)

Where the delivered services include AI systems as defined under Regulation (EU) 2024/1689 (the "AI Act"), the Provider documents the intended purpose and, for high-risk AI systems, provides conformity-assessment artefacts within the timeframes required by the Act. The Customer is responsible for lawful data sourcing, for determining the deployment use case, and for the obligations attaching to the deployer role under the Act.

17.7 Material change notification

For active recurring engagements (Full Product Build and Ongoing Retainer), the Provider notifies the Customer of material changes to these Terms by email at least 30 calendar days before the changes take effect. The Customer may terminate the recurring engagement during the notice period without further charge by giving written notice; otherwise continued use of the services after the effective date constitutes acceptance of the revised Terms.

17.8 Changes to these Terms

The Provider may update these Terms from time to time. Material changes are subject to clause 17.7. Non-material changes (typographical corrections, clarifications, updates to referenced regulations) take effect on posting. The version line at the top of this page indicates the current version.

17.9 Severability

If any provision of these Terms is or becomes invalid, the validity of the remaining provisions is unaffected. The invalid provision is replaced by a valid provision that comes as close as possible to the economic purpose of the original.

17.10 Governing law and jurisdiction

These Terms and/or any other agreement between parties are governed exclusively by the laws of the Netherlands. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG / Vienna Convention) is excluded.

For Customers domiciled or established in the European Union, the competent court for any dispute arising out of or in connection with these Terms and/or any other agreement between parties is the Rechtbank Limburg, locatie Maastricht, to the extent permitted by mandatory law.

For Customers domiciled or established outside the European Union, any dispute arising out of or in connection with these Terms and/or any other agreement between parties shall be finally settled by arbitration in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (NAI). The place of arbitration shall be Maastricht. The arbitral tribunal shall be composed of one arbitrator. The proceedings shall be conducted in the English language.

17.11 Interim relief

Notwithstanding clause 17.10, either party may apply to any court of competent jurisdiction for interim, provisional, or protective measures (including injunctive relief) at any time, whether before, during, or after arbitration or court proceedings under clause 17.10, without this being deemed a waiver of the arbitration agreement or the choice of the Rechtbank Limburg, locatie Maastricht, as applicable. Any such interim measure remains in effect until the competent court, arbitral tribunal, or the parties by agreement decide otherwise.