Version: 1.0 January 2024
These General Terms and Conditions govern all services provided by SoftwareStartups. Any general terms and conditions proposed by the Client are rejected explicitly.
1.1. Terms: These General Terms and Conditions.
1.2. SoftwareStartups: a registered trade name of Tapanti B.V.: a private company with limited liability, with registered office at Magnoliastraat 4, 5615BH Eindhoven, registered with the Dutch Chamber of Commerce under number 17219426.
1.3. Client: the party commissioning the engagement.
1.4. Offer: the offer or invitation, drawn up by SoftwareStartups, in which SoftwareStartups indicates the nature of the services to be performed, and the payment(s) owed by the Client in respect thereof.
1.5. Instructions: the written or oral agreement, whereby SoftwareStartups undertakes to provide services to the Client.
1.6. Service: performance of the Instructions.
1.7. IP: services, products, and creations of the mind developed and used by SoftwareStartups, spanning advice, opinions, strategies, frameworks, working methods, software, training programs, and templates, regardless of their form or nature.
1.8. Fee: the remuneration for the Service, not including the Additional Fee.
1.9. Additional Fee: costs related to the Service, not included in the Fee, which SoftwareStartups charges to the Client on the basis of a specification. These include travel and accommodation expenses, costs for necessary third-party services, or other.
1.10. Force Majeure: Circumstances in which it would be unreasonable to expect SoftwareStartups to perform the Instructions, including events like telecom or energy outages, riots, war, strikes, lock outs, supply interruptions, or sickness of personnel.
1.11. Party: Either SoftwareStartups or the Client.
1.12. Parties: SoftwareStartups and the Client.
2.1. An Offer is non-binding, and commits the Client to nothing.
2.2. An Offer remains open for 14 calendar days following the date on which it is sent by SoftwareStartups.
3.1. The Offer is deemed to have been accepted if the Client agrees to the Offer or if SoftwareStartups may reasonably interpret the conduct of the Client as (evidence of) consent.
3.2. SoftwareStartups reserves the right to terminate any Instructions at any time without payment if new information becomes available that makes it unacceptable for SoftwareStartups to reasonably (continue to) perform the Instructions.
3.3. After acceptance, the Instructions may only be changed with the consent of SoftwareStartups.
4.1. The Client must do, and permit to be done, everything that is reasonably necessary and desirable to enable SoftwareStartups to perform the Instructions on time and correctly. The Client must ensure that all information that SoftwareStartups stipulates is necessary, or that the Client should reasonably understand is necessary, for the Service is supplied in time to SoftwareStartups. If the information required for the Service is not supplied in time or correctly, SoftwareStartups is entitled to suspend the Service and/or charge an Additional Fee to Client.
4.2. If, during the Service, SoftwareStartups has to carry out additional and/or other work due to changed and/or additional insights of the Client, SoftwareStartups will inform the Client. SoftwareStartups will charge the costs of this work to the Client as Additional Fee. In this case, SoftwareStartups is entitled to suspend the Service until the Client has agreed in writing to the Additional Fee and/or other conditions imposed by SoftwareStartups. The suspension does not constitute a default on the part of SoftwareStartups and is not a reason for the Client to terminate or cancel the Instructions.
4.3. If, at the exclusive discretion of SoftwareStartups, the Clients additional and/or changed insights are of such a nature and/or extent that they constitute a substantial change to the Instructions, SoftwareStartups is entitled to terminate the Instructions, without notice of default being required, in accordance with the provisions of Article 10.2 of these Terms.
4.4. Book 7 Articles 7:404 and 7:407(2) of the Dutch Civil Code do not apply to the Service.
5.1. Assignments given to third parties in the context of the Service are provided by, or on behalf of the Client and for the Client’s account and risk. At the request of the Client, SoftwareStartups may act as an authorized representative at the Clients expense and risk. Said authorization is defined in writing.
5.2. If SoftwareStartups defines a budget for third-party costs at the Clients request, this budget is indicative. If required, SoftwareStartups may request quotations on the Clients behalf.
5.3. If SoftwareStartups provides assignments or instructions to third parties on the Clients behalf, the Client will confirm these orders or instructions in writing at the request of SoftwareStartups. SoftwareStartups is not liable for breaches of these third parties, regardless of whether they were introduced by SoftwareStartups. The Client must address these third parties themselves, should the need arise.
5.4. The Client will not engage third parties without consulting SoftwareStartups if this may affect the Service. Where appropriate, Parties will consult each other on which third parties will be contacted and what activities will be assigned to them.
6.1. SoftwareStartups is entitled to the Fee for the Service and is entitled to reimbursement of the Additional Fee.
6.2. Any complaint about the Service and/or an objection to an invoice must be sent to SoftwareStartups in writing no later than 14 days following the invoice date. Any such complaint or objection does not suspend the obligation to make payment.
6.3. On January 1st and July 1nd of each calendar year, SoftwareStartups may pass on general increases in rates on the basis of the most applicable Statistics Netherlands Services Producer Price Index (SPPI).
6.4. If the Service is delayed, interrupted, or otherwise influenced by circumstances that cannot be attributed to SoftwareStartups, the Client is obliged to compensate any additional costs that this entails.
6.5. Unless expressly stated otherwise, cost estimates and budgets are indicative. Only if the Parties have agreed to do so, is SoftwareStartups obliged to inform the Client if a cost estimate or budget is exceeded.
7.1. The Offer, Fee, and Additional Fee are stated excluding VAT, unless stated otherwise.
7.2. Invoices sent by SoftwareStartups must be paid within 14 calendar days. Objections to the amount of an invoice do not suspend the payment obligation. If the Client fails to pay an invoice in full or in part within the payment term, then upon expiry of that payment term, the Client is automatically in breach without the need to be notified of default.
7.3. If payment is not made on time, the Client will be liable to owe statutory interest and extrajudicial collection costs from that time until the time of payment. These interest and costs will amount to at least 15% of the invoice amount.
7.4. The claim for payment becomes immediately enforceable if the Client is declared insolvent, applies for a moratorium, any attachment is secured upon its property, or dies, becomes bankrupt, or its business is wound up.
7.5. If the Client terminates all or any part of the Instructions after accepting them, SoftwareStartups is entitled to charge the Client for the entire amount specified in the Offer.
8.1. All rights with regard to IP are exclusively vested in and accrue to SoftwareStartups and/or its licensors and never accrue to the Client.
8.2. Parties may agree that the rights to IP are assigned entirely or in part to the Client. This assignment, and any conditions under which the assignment takes place, will always be defined in writing. SoftwareStartups may attach conditions to this assignment of rights, including an Additional Fee determined by SoftwareStartups.
8.3. The Client is not permitted to remove or change any designations concerning copyrights, brands, trade names, or other rights on IP, including designations concerning confidentiality.
8.4. If the provisions of this article are violated, the Client will indemnify SoftwareStartups against all damages suffered and to be suffered as a result, in particular if there are claims from third-party copyright owners.
9.1. Each Party will treat the information it receives from the other Party before, during, and after the Service as confidential, insofar as such information is specified as confidential or if the recipient knows or ought reasonably to suspect it to be of a confidential nature. In any event the Client will treat the content of an Offer as confidential.
9.2. During the Service, if SoftwareStartups requires confidential information, the Client is responsible for ensuring, to the extent feasible, that any personal data or other confidential information unnecessary for the Service is either excluded or rendered illegible. The Client should also transmit the confidential information to SoftwareStartups securely. SoftwareStartups remains obligated to handle confidential information accordingly.
9.3. Any duty of confidentiality will lapse as soon as the information is available publicly. A Party is entitled to provide confidential information to any government institution if required to do so by statutory regulation or authorized order. In such a case such the Party must notify the other Party of this obligation as soon as possible. Parties remain bound by the obligations in this article even after the Instructions are terminated, and for such length of time as it is reasonable for the Party supplying the information to rely on its confidential nature.
10.1. SoftwareStartups is entitled to suspend its work or to dissolve the Instructions entirely or in part, without notice of default being required, if:
there is an attributable breach in the Service on part of the Client, including such behavior on part of the Client on the basis of which SoftwareStartups can no longer be reasonably required to complete the Instructions;
the Client is in default of payment of the invoice or progress invoice within the payment term, and if the Client fails to pay within 14 days, or if SoftwareStartups should be led to understand, based on any communication or conduct on part of Client, that this payment will not take place;
the Client fails to provide, at the request of SoftwareStartups, sufficient security for the fulfillment of payment obligations arising from the Instructions, in the case that SoftwareStartups has good grounds for doubting the Clients ability to meet its payment obligations;
the Client files for bankruptcy, suspension of payments, be it provisional or otherwise, debt repayment, or if the Client is deprived of the power to dispose of its assets, in which cases all amounts owed become immediately due and payable.
10.2. The Client may not terminate the Instructions prematurely unless otherwise stipulated within the Instructions. If the Client terminates the Instructions without attributable breach by SoftwareStartups, or if SoftwareStartups terminates the Instructions as outlined in Articles 4.3 or 10.1, the Client is obligated to pay immediate compensation. This compensation is in addition to the Fee and any Additional Fees tied to the Service up to that point. This provision does not affect SoftwareStartups’s right to pursue all lawful damages.
11.1. SoftwareStartups incurs liability for any service-related breach only when the Client promptly informs SoftwareStartups in writing about the breach, designates a reasonable time frame for remediation, and SoftwareStartups continues to be in breach after the stipulated period. The breach notification must comprehensively outline the nature of the breach, to enable SoftwareStartups to respond adequately.
11.2. SoftwareStartups’s liability to the Client is limited solely to direct damages resulting from an attributable breach in the Service. In such cases, compensation is restricted to an alternative, namely, reimbursement for the value of the unsuccessful performance. SoftwareStartups expressly disclaims liability for any other forms of damages, encompassing additional compensation in any manner, as well as indemnification for indirect, consequential damages, or losses such as loss of revenue, profits, savings, business interruption, and harm to reputation.
11.3. If SoftwareStartups is liable to the Client pursuant to the previous paragraphs of this article, liability is limited to the amount of the Fee, at least to that part of the Fee that is charged to Client or to which the liability relates.
11.4. SoftwareStartups holds no liability for damages arising from the defectiveness of equipment, software, data carriers, or other means employed in the Service, all of which are expressly excluded from liability. Additionally, SoftwareStartups is not responsible for damages resulting from the interception by third parties of audio and/or data transmissions from calls, electronic messages, and any potential forgery thereof.
11.5. All liability expires after the passing of one year from the time the Instructions has ended due to completion, termination, or giving notice to terminate.
11.6. The Client indemnifies SoftwareStartups against any claims from third parties that incur damages related to the Service, provided the cause is not attributable to SoftwareStartups. If third parties approach SoftwareStartups with such claims, the Client is obligated to offer assistance both within and outside legal proceedings promptly. Failure to take appropriate measures empowers SoftwareStartups to resolve the claims without prior notice. The Client is responsible for covering all costs and damages incurred by SoftwareStartups and third parties acting on SoftwareStartups’s behalf in connection with these claims.
12.1. Force Majeure may be invoked if the stated circumstances affect SoftwareStartups as well as if the circumstances affect third parties engaged by SoftwareStartups.
12.2. In the event of Force Majeure, SoftwareStartups is entitled to suspend the Service and SoftwareStartups will do everything in its power to perform the Instructions as soon as possible.
12.3. In the event of Force Majeure, SoftwareStartups is not entitled to compensation of costs incurred or interest. If the period in which fulfillment of the Instructions is impossible due to Force Majeure lasts longer than one month, SoftwareStartups as well as the Client are entitled to terminate the Instructions entirely or in part, without any obligation to pay each other compensation.
12.4. If SoftwareStartups has already partially fulfilled the Instructions on the occurrence of Force Majeure, or can only partially fulfill the Instructions, SoftwareStartups is entitled to invoice separately for the Service already delivered, and the Client is obliged to settle this invoice.
13.1. Complaints will be communicated to SoftwareStartups in writing as soon as possible, but in any case within one month of completion of the Instructions, failing which, the Client will be deemed to have fully accepted the result of the Instructions.
13.2. All legal relationships between SoftwareStartups and the Client are governed by Dutch law.
13.3. Should any dispute arise concerning the Service that cannot be settled amicably, then it should be brought before the court with competent jurisdiction in Den Bosch.
14.1. The version of the Terms, as applicable at the time the Instructions are established, applies to the Instructions. This version can be requested from SoftwareStartups at all times.
14.2. Where reference is made in these Terms to “in writing”, this includes electronic communications such as email and messaging, provided that the identity of the sender and the authenticity of the communication is sufficiently established. The burden of proving receipt of the electronic communication always lies with the Client.
14.3. If any provision of these Terms proves to be void, this will not affect the validity of these Terms as a whole. In such a situation, Parties will negotiate a replacement provision that is valid whilst being as close as possible to the intent of the void provision.
14.4. The Client consents to SoftwareStartups using the Clients name and logo as part of promotional activities undertaken by SoftwareStartups.
14.5. The Client must notify SoftwareStartups as soon as possible, and in any event on demand by SoftwareStartups, of all relevant changes to its data, such as changes to address or invoicing information.
14.6. Information stored in the systems of SoftwareStartups constitutes full proof of the content thereof in the absence of proof to the contrary from the Client.
