General Terms and Conditions

1.1 In these General Terms and Conditions, the following terms shall have the meanings set forth below:

• Contractor: 010 Coding Collective B.V., established in Rotterdam, the contractor of the agreement.
• Client: any natural or legal person entering into an agreement with the Contractor.
• Agreement: the agreement between Client and Contractor concerning the delivery of services or products.
• Services: all activities to be performed by the Contractor, including but not limited to: software development, SaaS services, consultancy, training, workshops, UX/UI design, business analysis, and AI applications.
• Software: the software, source code, applications, and documentation developed by the Contractor.
• SaaS: Software-as-a-Service, software made available via the internet by the Contractor.
• SLA: a separate service level agreement covering maintenance, availability, and support.
• Parties: Client and Contractor collectively.

2.1 These General Terms and Conditions apply to all offers, quotations, agreements, and deliveries of the Contractor.

2.2 Deviations are valid only if agreed in writing.

2.3 General terms and conditions of the Client are expressly rejected.

2.4 If any provision is invalid or null and void, the remaining provisions shall remain in full force and effect.

3.1 All quotations and offers of the Contractor are without obligation and valid for thirty (30) days, unless otherwise specified.

3.2 An agreement is concluded once the quotation has been confirmed in writing by the Client, or once the Contractor has commenced performance.

3.3 Acceptance by the Client of a quotation that deviates from the original offer shall be considered a new offer and shall only bind the Contractor if confirmed in writing.

4.1 All prices are exclusive of VAT and other levies.

4.2 Payment must be made within fourteen (14) days after the invoice date, unless otherwise agreed in writing.

4.3 In case of late payment, the Client is in default by operation of law and statutory commercial interest is due, plus extrajudicial collection costs of at least 15% of the outstanding amount.

4.4 The Contractor may require an advance payment or interim payments.

5.1 The Contractor shall perform the services to the best of its ability and in accordance with the principles of good workmanship.

5.2 If data from the Client is required for performance, the Client is responsible for timely and correct delivery thereof.

5.3 The Contractor is entitled to engage third parties for the performance.

6.1 Deadlines are target dates and are not final, unless explicitly agreed otherwise in writing.

6.2 Exceeding a deadline does not entitle the Client to damages or termination.

7.1 The Client must test the results of the services or software immediately upon delivery and report defects in writing within fourteen (14) days.

7.2 After this period, the software or service shall be deemed accepted.

7.3 Minor defects that do not substantially prevent use shall not be grounds for rejection.

7.4 Complaints regarding invoices must be reported in writing within five (5) working days after the invoice date.

8.1 All delivered items and software remain the property of the Contractor until all payment obligations have been fulfilled in full.

8.2 Until that time, the Client may use the software solely for internal purposes.

9.1 All intellectual property rights to developed software, designs, documentation, and other materials rest with the Contractor, unless otherwise agreed in writing.

9.2 The Client obtains a non-exclusive, non-transferable right of use for the agreed purposes.

9.3 The Contractor retains the right to reuse developed components, modules, or know-how in other projects or SaaS services.

9.4 The Contractor may publish (parts of) the software as open source, unless otherwise agreed in writing.

10.1 The Contractor strives for maximum availability of SaaS services but does not guarantee uninterrupted access or error-free operation.

10.2 Specific service levels or response times are only laid down in an SLA.

10.3 The Client is responsible for its own internet connection, infrastructure, and security measures.

11.1 Cancellation by the Client:

• Up to 14 days before the start: free of charge.
• 14 to 7 days before the start: 50% of the fee.
• Within 7 days before the start: 100% of the fee.
• In case of booking within 7 days before the start: full fee payable after confirmation, unless otherwise agreed in writing.

11.2 The Contractor may reschedule or cancel a training or workshop due to unforeseen circumstances. In such case, any amounts already paid shall be refunded.

12.1 Both parties undertake to maintain confidentiality regarding confidential information.

12.2 For the processing of personal data, a separate data processing agreement will be concluded if applicable.

13.1 The Contractor may use the Client’s name and logo as a reference, unless the Client objects in writing.

13.2 The Contractor may publish about the project (e.g., case studies, social media), unless otherwise agreed in writing.

14.1 The Contractor warrants that the services will be carried out with due care.

14.2 No guarantee is given that the software will function without errors or interruptions, unless explicitly agreed otherwise in an SLA.

14.3 The Contractor is not responsible for the suitability of the software for a specific purpose of the Client.

15.1 The liability of the Contractor is limited to direct damages and to the amount of the relevant invoice, with a maximum of €25,000 per event.

15.2 Only the following damages are eligible for compensation:

• reasonable costs for determining the damage;
• reasonable costs to repair or mitigate defects.

15.3 The Contractor is not liable for:

• consequential damages, lost profits or revenue, data loss;
• damages caused by the use of open source or third-party software;
• damages caused by AI tools or outputs that cannot be fully controlled.

15.4 A condition for any right to compensation is that the Client reports the damage as soon as possible, but no later than 30 days after discovery, in writing.

16.1 The Client indemnifies the Contractor against claims from third parties arising from the use of the delivered services or software by the Client.

16.2 This indemnity also applies to claims for infringement of third-party rights due to data or materials provided by the Client.

17.1 Neither party shall be obliged to fulfill its obligations if prevented from doing so by force majeure, including but not limited to: internet outages, government measures, pandemics, strikes, failures in third-party software.

17.2 In case of force majeure, obligations are suspended. If the force majeure lasts longer than 60 days, both parties may terminate the agreement without liability for damages.

18.1 Fixed-term agreements terminate by operation of law.

18.2 Indefinite agreements may be terminated by either party with one (1) month’s written notice.

18.3 SaaS subscriptions have a term of one month or one year and may be terminated in accordance with the contract terms.

18.4 Upon termination, payment obligations for services already performed remain due.

19.1 All agreements are governed exclusively by Dutch law.

19.2 Disputes shall be submitted to the competent court in Rotterdam.