Terms of Service

"Agreement" means these Terms together with any Statement of Work, Project Proposal, or other written agreement between the parties.

"Deliverables" means all work products, including software, documentation, and other materials developed by us for you under the Agreement.

"Intellectual Property Rights" means all patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in goodwill, rights in designs, rights in computer software, database rights, rights in confidential information and any other intellectual property rights.

"Services" means the software development, consulting, and related services provided by us to you.

3.1 Scope of Services

We provide software development and related services as specified in the project proposal or statement of work. Our services include:

• Rapid MVP development
• Full-scale app development
• Technical consulting
• Vision Pro development
• Non-profit application development

3.2 Service Delivery

We will perform the Services with reasonable skill and care, in accordance with:

• Generally accepted commercial practices and standards
• Applicable laws and regulations
• The specific terms agreed upon in the project proposal
• Professional industry standards

3.3 Timeline and Delivery

While we strive to meet agreed-upon deadlines, time estimates are approximate and not of the essence unless explicitly agreed otherwise in writing. We will promptly notify you of any anticipated delays and work to minimize their impact.

You agree to:

• Provide timely and accurate information necessary for the delivery of Services
• Review and provide feedback on deliverables within agreed timeframes
• Obtain any necessary licenses, permissions, and consents required for the Services
• Comply with all applicable laws and regulations
• Pay all invoices in accordance with the agreed payment terms

5.1 Ownership of Deliverables

Upon full payment of all applicable fees, we assign to you all rights, title, and interest in the Deliverables, including all associated Intellectual Property Rights, except for:

• Pre-existing materials and intellectual property
• General knowledge, skills, and experience gained during the project
• Any third-party materials incorporated into the Deliverables
• Development tools, routines, subroutines, and other software tools we use for development

5.2 Pre-existing Materials

We retain ownership of all Intellectual Property Rights in our pre-existing materials. We grant you a non-exclusive, worldwide, royalty-free license to use our pre-existing materials solely as part of the Deliverables.

5.3 Third-Party Materials

Any third-party materials incorporated into the Deliverables will be subject to the terms of the applicable third-party licenses. We will inform you of all third-party materials and associated license terms.

6.1 Fees and Invoicing

Our fees will be as specified in the project proposal. Unless otherwise agreed:

• All amounts are in Euros (EUR)
• Payment terms are 30 days from invoice date
• A deposit of 30% is required before work begins
• We invoice monthly for ongoing services

6.2 Late Payment

If you fail to make any payment when due:

• We may charge interest at 8% plus the European Central Bank base rate
• We may suspend Services until payment is received
• You shall be responsible for all reasonable costs incurred in collecting overdue amounts

Each party agrees to:

• Keep confidential all information obtained from the other party
• Use confidential information only for the purposes of the Agreement
• Disclose confidential information only to employees and contractors who need to know it
• Return or destroy confidential information upon request

These obligations continue for 5 years after the termination of the Agreement but do not apply to information that:

• Is or becomes public knowledge
• Was known before disclosure
• Is received from a third party without breach of any obligation
• Must be disclosed by law or regulatory requirement

8.1 Our Warranties

We warrant that:

• We have the right to enter into this Agreement
• The Services will be performed with reasonable skill and care
• The Deliverables will substantially conform to the agreed specifications
• We will comply with all applicable laws and regulations

8.2 Disclaimer

Except as expressly stated in this Agreement, all warranties, conditions, and other terms, whether express or implied, are excluded to the fullest extent permitted by law. We specifically disclaim any warranty:

• That the Deliverables will be error-free or uninterrupted
• Of merchantability or fitness for a particular purpose
• That the Deliverables will achieve any specific business results

Nothing in this Agreement excludes or limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded by law

Subject to the above:

• Our total liability arising under or in connection with this Agreement shall be limited to the total amount paid by you under this Agreement
• We shall not be liable for any indirect, consequential, or special losses
• We shall not be liable for loss of profits, business, opportunity, data, or goodwill

10.1 Term

This Agreement starts on the date you accept it and continues until all Services have been completed, unless terminated earlier.

10.2 Termination

Either party may terminate this Agreement immediately by written notice if:

• The other party commits a material breach that cannot be remedied
• The other party fails to remedy a remediable material breach within 30 days
• The other party becomes insolvent or subject to similar proceedings

10.3 Consequences of Termination

On termination:

• You shall pay for all Services provided up to the termination date
• Each party shall return or destroy the other's confidential information
• Any rights, remedies, obligations, or liabilities that have accrued up to termination shall not be affected

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of The Netherlands, without giving effect to any choice or conflict of law provision.

Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Amsterdam, The Netherlands.

13.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, whether written or oral, relating to its subject matter.

13.2 Amendments

Any amendment to this Agreement must be in writing and signed by both parties.

13.3 Assignment

Neither party may assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other party.

13.4 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13.5 No Waiver

No failure or delay by either party to exercise any right under this Agreement shall constitute a waiver of that right.

13.6 Notices

All notices under this Agreement must be in writing and sent to the addresses specified in the project proposal.