Terms and conditions

This is an English translation provided for convenience. The Dutch version is the binding one and prevails in case of any difference.

Definitions

In these terms, “I” means: Orid Holding B.V., trading as renvooi (Chamber of Commerce 88283097, Geurdeland 17 g, 6673 DR Andelst, the Netherlands). “You” or “client”: the party acting in the course of a business or profession that gives me an assignment. “Agreement”: any agreement for services between us, including the quote recording what was agreed. “Results”: everything I make specifically for the assignment, such as designs, code, configuration, documentation and advice.

Applicability

These terms apply to every quote, assignment and agreement between us, and to all work arising from or connected to it. Purchasing or other terms of the client are expressly rejected; they only apply if I have accepted them in writing, per provision. Deviations from these terms only apply when agreed in writing, and only for that one agreement. Where the quote and these terms conflict, the quote prevails. If a provision is or becomes void, the remaining provisions remain fully in force and we replace the provision in consultation with one that comes closest to its intent. These terms exist in Dutch and English; the Dutch text prevails.

Quotes and formation

A quote is valid for 30 days and without obligation until written acceptance — agreement by email counts as written. A quote is based on the information you have provided up to that point; if that information proves incorrect or incomplete, I may adjust the quote. Obvious mistakes or clerical errors in a quote do not bind me.

Execution of the assignment

I carry out every assignment to the best of my insight and ability, to the standards of good professional practice — an obligation of effort, not a guarantee of results, unless expressly agreed otherwise in writing. I do the work personally; I only involve third parties after consulting you. I decide how and where I do the work, within what the quote lays down; no employment relationship or relationship of authority arises. Stated deadlines and schedules are indicative, not final deadlines, unless expressly agreed otherwise in writing; exceeding them gives no right to damages, but does call for consultation.

Obligations of the client

You make sure that all information, materials and access (to systems, accounts and people) needed for the assignment are available on time, correct and complete. Delay or extra work because that doesn’t happen is at your expense and is charged at the agreed hourly rate; where needed I may suspend the work. You warrant that material you supply (such as text, images, data and software) does not infringe third-party rights, and you indemnify me against third-party claims based on it. You remain responsible for the decision to deploy results in your organization and for compliance with the laws and regulations that apply to your organization and your use of the results.

Rates and payment

I always work at an hourly rate; the rate is stated in the quote. All amounts are exclusive of VAT and other levies. Invoicing is weekly, based on hours worked; the payment term is 14 days from the invoice date, without discount, suspension or set-off. If you don’t pay on time, you are in default by operation of law once the term expires, and I may charge the Dutch statutory commercial interest and the extrajudicial collection costs under the statutory scale, and suspend the work until payment arrives. I may adjust my hourly rate per calendar year; for ongoing agreements I announce this at least one month in advance, and in case of an increase you may terminate as of the effective date. Agreed expenses (such as travel costs or required third-party licenses) are only charged when agreed in advance.

Changes and additional work

Changes to the assignment are agreed together. Because I work at an hourly rate, extra or changed work simply counts as hours worked at the agreed rate; if a change materially affects the schedule or the approach, I present the consequences to you first.

Delivery and defects

I work in short, visible steps: you see every week where things stand. You report defects in delivered work as soon as possible and at the latest within 14 days after delivery, with a clear description; I make an effort to remedy reported defects within a reasonable time. Minor defects that don’t materially prevent use do not block delivery — they are fixed in the next step. A report does not suspend your payment obligation.

Intellectual property

What I make specifically for you is yours: the intellectual property rights in the results transfer to the client after full payment of the invoices for the assignment concerned; until then you have a right of use for the intended purpose. General knowledge, methods, ways of working and generic components or tools not made specifically for your assignment remain mine; to the extent they are incorporated in the results, you receive a perpetual, non-exclusive right to use them within the results. Open-source software remains under its own licenses; I point out which licenses apply. As a reference I only mention your name with your consent. I never share client names with other clients — existing or new — and I never show results made for you to others. Publicly I describe work only anonymized, without names and without traceable details.

Confidentiality

We keep confidential everything we learn about each other in the course of the assignment that we know, or ought to understand, is confidential — including business information, customer data and technical data. This duty does not apply to information that is already lawfully public or that must be disclosed under a legal obligation or court order. Confidentiality continues after the agreement ends.

Personal data

If, in carrying out the assignment, I process personal data for which you are the controller, we make separate written processor arrangements. How I handle personal data myself is set out in the privacy policy.

AI systems

For assignments in which AI systems are advised, designed or built, the following applies in addition: AI models can produce output that is incorrect, incomplete or biased — that is in the nature of the technology. I set up systems so human control is possible and defects are traceable, but I do not guarantee that output is correct or suitable for a specific decision. Decision-making based on AI output remains the client’s responsibility, as does compliance with legislation applying to your deployment of AI (such as the EU AI Act in the user role); where needed I advise you on this within the assignment.

Liability

My liability is limited to direct damage and to at most the amount invoiced and paid for the assignment concerned in the three months before the event causing the damage. I am not liable for indirect or consequential damage, including lost profit, missed savings, business interruption, reputational damage and loss of or damage to data — you remain responsible for up-to-date backups of your own systems and data. A claim only arises after you have reported the damage in writing as soon as possible and given me a reasonable period to remedy the defect. Every claim lapses twelve months after the moment you discovered the damage or could have discovered it. These limitations do not apply in case of intent or willful recklessness on my part. You indemnify me against third-party claims connected to your use of the results.

Force majeure

I am not bound to perform when performance is impossible due to circumstances beyond my fault — including illness or incapacity for work (one person works behind renvooi), failures at hosting, email or other suppliers, failures of internet or power, and government measures. During force majeure my obligations are suspended; I inform you as soon as possible. If the force majeure lasts longer than 60 days, either of us may terminate the agreement in writing; work performed is settled pro rata and no damages are owed either way.

Term and termination

An agreement runs for the duration of the assignment, unless agreed otherwise. You can cancel at any time, in writing and without notice period — hours worked and pre-agreed costs are invoiced pro rata. Either party may terminate the agreement with immediate effect in writing if the other party is declared bankrupt, applies for suspension of payments or ceases its business. Provisions that by their nature continue — including intellectual property, confidentiality, liability and governing law — remain in force after the end.

Assignment and changes

You can only transfer rights and obligations under the agreement to another party with my written consent. I may amend these terms; for ongoing agreements an amendment only takes effect after I have announced it at least 30 days in advance, and in case of a substantial amendment you may terminate as of the effective date.

Governing law and disputes

Every quote and agreement is governed exclusively by Dutch law. We first present disputes to each other and try to resolve them in consultation; failing that, the Rotterdam District Court has exclusive jurisdiction.

Contact

Questions about these terms? Get in touch via [email protected] or +31 6 82822525.