TERMS AND CONDITIONS – Kaauw Consultancy

Article 1 – Definitions

Contractor: Kaauw Consultancy, sole proprietorship established in Arnhem, registered with the Chamber of Commerce under number [XXXXXXXX].

Client: any natural person or legal entity entering into an agreement with Contractor.

Services: all ICT activities, including but not limited to consultancy, project management, service delivery management, contract management, architecture, IT environment setup, custom development, advisory and support services.

Article 2 – Applicability

  1. These terms apply to all quotations, agreements and activities.
  2. Deviations are valid only if agreed in writing.
  3. Any purchasing terms of Client are expressly rejected.

Article 3 – Quotations and Formation of Agreement

  1. Quotations are non-binding and valid for 30 days.
  2. An agreement is formed after written confirmation or once activities have commenced.

Article 4 – Performance of Services

  1. Contractor performs services to the best of its knowledge and ability (best-efforts obligation).
  2. Contractor independently determines the method of execution.
  3. Client shall provide all necessary information in a timely manner.
  4. Delays caused by missing information are at Client’s expense.

Article 5 – Rates and Payment

  1. Services are provided on an hourly-rate or fixed-fee basis, as agreed.
  2. All amounts are exclusive of VAT.
  3. Invoices must be paid within 14 days after invoice date.
  4. In case of late payment, statutory commercial interest is due.
  5. Collection costs are fully at Client’s expense.

Article 6 – Duration and Termination

  1. Fixed-term agreements end by operation of law.
  2. Open-ended agreements may be terminated in writing with one month’s notice.
  3. Work already performed will always be invoiced.

Article 7 – Changes and Additional Work

  1. Changes to the assignment may lead to additional work.
  2. Additional work is performed at the applicable hourly rate unless agreed otherwise.

Article 8 – Intellectual Property

  1. All intellectual property rights in developed software, custom work, documentation and designs remain with Contractor.
  2. Client obtains a right of use after full payment.
  3. Transfer of intellectual property occurs only if agreed in writing.

Article 9 – Liability

  1. Liability is limited to the invoice amount of the relevant assignment.
  2. Liability for indirect damage, consequential damage, loss of profit or data loss is excluded.
  3. Client remains responsible for backups and security.
  4. Any liability expires 12 months after completion of the activities.

Article 10 – Force Majeure

  1. Contractor is not liable for delay or damage caused by force majeure.
  2. Force majeure includes, among other things: third-party failures, internet outages, illness and government measures.

Article 11 – Third Parties

  1. Contractor may have services (partly) performed by third parties.
  2. Contractor is not liable for shortcomings of external suppliers such as hosting or software providers.

Article 12 – Confidentiality

  1. Parties shall treat confidential information as strictly confidential.
  2. This obligation continues after termination of the agreement.

Article 13 – Governing Law and Disputes

  1. All agreements are governed by Dutch law.
  2. Disputes shall be submitted to the competent court in the district where Contractor is established.