3528 BD Utrechtis verantwoordelijk voor de verwerking van persoonsgegevens zoals weergegeven in deze privacyverklaring.
District 35, established in Utrecht and registered with the Dutch Chamber of Commerce under number 91110033, is referred to in these General Terms and Conditions as the “Contractor”.
The other party is referred to as the “Client”. The Contractor and the Client are jointly referred to as the “Parties”.
The “Agreement” means the service agreement entered into between the Parties.
In these General Terms and Conditions, the following terms are capitalised and apply in both the singular and plural forms:
Services: The services to be provided by the Contractor to the Client under the Agreement, including, where applicable, the results of those services.
Intellectual Property Rights: All intellectual property rights and related rights, including but not limited to copyrights, trademark rights, patent rights, design rights, trade name rights, rights relating to domain names, databases and neighbouring rights, as well as rights relating to know-how and single-line performances.
Client: The natural person or legal entity that has entered into or will enter into an Agreement with the Contractor.
Personal Data: Any information relating to an identified or identifiable natural person, as referred to in Article 4(1) of the General Data Protection Regulation (GDPR).
These General Terms and Conditions apply to all quotations, offers, activities, agreements and deliveries of services or goods by or on behalf of the Contractor.
Deviations from these General Terms and Conditions are only valid when agreed in writing and by mutual consent.
The Agreement only contains best-efforts obligations for the Contractor, unless expressly agreed otherwise in writing.
If the Client refers to its own general terms and conditions when accepting a quotation or entering into an Agreement, or declares other terms and conditions applicable, the applicability of those terms and conditions is expressly rejected.
Offers made by the Contractor are valid for a maximum period of one month, unless stated otherwise.
Quotations are indicative and do not provide a right to compensation or termination if a deadline is exceeded, unless otherwise agreed in writing.
Offers do not automatically apply to subsequent assignments.
Unless stated otherwise, all prices exclude VAT and other levies.
The Contractor may change its prices if unforeseen cost increases occur.
Unless a fixed price has been agreed, the Contractor’s regular hourly rate applies to the provision of Services.
If an estimated price is provided, this estimate may be exceeded by up to 10%. If the estimate will be exceeded by more than 10%, the Contractor must inform the Client in a timely manner.
The Contractor is entitled to adjust the agreed rates annually on 1 January based on inflation or cost developments.
The adjustment will be communicated as soon as possible.
The Contractor is also entitled to implement the cost increase at a later date if this is desirable from an administrative perspective.
The Client must provide all necessary information, data and documents in a timely manner.
The Client guarantees that this information is correct and complete.
Any damage resulting from incomplete or incorrect information is at the Client’s expense.
The Contractor will perform the assignment to the best of its ability and may engage third parties for this purpose.
Work will commence after written approval and, if agreed, after payment of an advance.
The Client is responsible for ensuring that the Contractor can commence the work on time.
The Agreement is entered into for an indefinite period unless otherwise agreed in writing.
An agreed time period is never a strict deadline.Amendments to the Agreement must be made in writing and in consultation between the Parties.
The Contractor will inform the Client of any consequences for the price or schedule.
A failure to perform the Agreement is not attributable to a Party if it is caused by force majeure.The Contractor is not liable for failures resulting from force majeure.
Force majeure includes, but is not limited to:
- interruptions to the electricity supply;
- strikes;
- riots;
- government measures;
- fire;
- natural disasters;
- flooding;
- failures by the Parties’ suppliers;
- failures by third parties engaged by the Parties;interruptions to internet connections;
- hardware failures;
- failures in telecommunications or other networks;
- andother unforeseen circumstances.
The Parties’ obligations will be suspended for as long as the force majeure situation continues.If the force majeure situation continues for more than 30 days, either Party may terminate the Agreement in writing.
In the event of force majeure, the Contractor is not required to pay any compensation.
Invoices must be paid within 14 days, without suspension or set-off.If payment is not made on time, the Client will automatically be in default.
The Contractor may suspend its work and charge collection costs, interest and compensation.In the event of bankruptcy or a suspension of payments, all outstanding amounts will become immediately due and payable.
If the Contractor processes Personal Data on behalf of the Client in the performance of the Agreement, the Parties will enter into a written data processing agreement before the processing begins. This data processing agreement must comply with Article 28 of the GDPR.T
he data processing agreement will, in any event, regulate:
- the nature and purpose of the processing;
- the relevant categories of Personal Data and data subjects;
- the security measures;the possible engagement of subprocessors;
- the duration of the processing; andthe rights of data subjects.
Unless and until a data processing agreement has been entered into, the Contractor will not process Personal Data on behalf of the Client, except where strictly necessary for the initial contact and the performance of preparatory activities.
The Client may terminate the Agreement subject to a notice period of one month, commencing on the first day of the following calendar month. The Contractor may terminate the Agreement subject to a notice period of 14 days. Obligations which, by their nature, are intended to continue will remain in effect after termination.
The Contractor is not obliged to transfer data, documentation or systems upon termination, unless otherwise agreed in writing.
Assistance with a transfer will be provided at the applicable hourly rate.
The Client is responsible for making timely backups and preparing for termination.
1. The Contractor is not liable for damage unless the damage results from intent or deliberate recklessness.
2. The Contractor is never liable for indirect damage, consequential damage, loss of profit, loss of data, business interruption or reputational damage.
3. The Contractor’s liability is limited to the value of the relevant assignment, subject to a maximum amount of €25,000 per year.
4. Claims must be reported in writing within 14 days after discovery.
5. The Client indemnifies the Contractor against all third-party claims.
The Client is fully responsible for:
- the use of the Services provided;
- the incorrect provision of information;
- and the use of the Services in critical processes.
The Client must take appropriate measures and maintain adequate insurance.
The Client indemnifies the Contractor against all third-party claims, including claims relating to intellectual property, privacy, data loss or damage resulting from the use of the Services provided.
The Contractor will remain the owner of all Intellectual Property Rights relating to generic software components developed under the Agreement, including underlying frameworks, libraries, development methods and reusable modules.
The Client only receives the right of use described in these General Terms and Conditions in respect of these components.The Contractor grants the Client an exclusive, non-transferable and non-sublicensable right to use the works delivered under the Agreement, exclusively for the Client’s own business purposes.
Contrary to the above, the Intellectual Property Rights relating to software components that were demonstrably developed specifically and exclusively for the Client (“Custom Code”) will transfer to the Client after all related invoices have been paid in full.
The Contractor hereby transfers these rights to the Client in advance, subject to the condition precedent that the Client has made full payment.If the Custom Code includes open-source components, third-party software or components previously developed by the Contractor independently of the assignment, the Client will not acquire ownership rights to these components.
The Client will instead receive a right of use in accordance with the applicable third-party licence terms.
Both Parties are obliged to keep confidential information confidential.This obligation applies during the term of the Agreement and for three years afterwards.
A breach is subject to a contractual penalty of €25,000 per breach, plus €5,000 for every day that the breach continues.
The Client may not employ or directly or indirectly engage any of the Contractor’s personnel during the cooperation and for one year afterwards, unless otherwise agreed in writing.
The Contractor is entitled to use AI tools, open-source software, frameworks and third-party APIs.The Contractor is not liable for damage or defects resulting from these components unless these result from intent or deliberate recklessness.
22.1 Sprint-based working method
The Contractor uses an iterative development process based on sprints.Each sprint concludes with a full or partial delivery which is subject to acceptance by the Client.If the Client does not raise any objections within seven days after delivery, the work will be deemed approved.
22.2 Maintenance, SLA and management
Maintenance, updates, support and management are not included in the Agreement unless recorded in writing in a separate service level agreement.
22.3 Security and business-critical use
The Contractor applies security measures in accordance with the state of the art but does not guarantee complete protection.If the software is used in a business-critical environment, the Client is responsible for monitoring, risk analysis, emergency procedures and data security.
The Parties will make reasonable efforts to resolve disputes through consultation or mediation first.The Agreement is governed exclusively by Dutch law.Disputes will be submitted to the competent court in the judicial district in which the Contractor is established.The Contractor excludes liability for damage resulting from dispute proceedings, unless the damage results from intent or deliberate recklessness.
