Terms and conditions

1. Who we are and when these terms apply

The agreement is entered into with [to be supplied] ([to be supplied]), registered at [to be supplied], listed with the Dutch Chamber of Commerce under number [to be supplied], VAT number [to be supplied]. In these terms we call ourselves TH WORKS and you the client.

These terms apply to all of our quotes, assignments, agreements and work, and to anything arising from them.

• Where a quote or agreement says something different from these terms, what it says prevails. Project-specific arrangements always come first.
• An agreement comes into being once you accept a quote or proposal in writing — email counts as writing — or once we begin work at your request and you do not immediately object.
• We make these terms available to you before or when the agreement is concluded: they are sent with the quote or included as a link, so you can read and keep them before you agree.
• Your own purchasing or other terms apply only if we have accepted them in writing in advance. Referring to your own terms is not enough on its own.

These terms are written for clients acting in the course of a profession or business. If you are a consumer, mandatory consumer law continues to apply in full, and provisions below do not apply insofar as they conflict with it.

2. Quotes and agreements

A quote describes what we are going to build, what it delivers and what it costs, based on the information available at that moment.

• A quote is valid for thirty days, unless the quote itself states a different period.
• Amounts are exclusive of VAT unless expressly stated otherwise.
• A quote contains a description of the work and an estimate of the time needed. An estimate is not a fixed price unless a fixed price has been agreed; where there is a fixed price, it applies to the scope described and not to anything outside it.
• If it turns out at the start that the situation is materially different from what the quote assumed, we say so and discuss what that means first — up front, not afterwards on an invoice.

3. What we agree on

Before we build, we record what we are building. That is not a formality: it is the basis on which the planning, the price and the delivery rest.

The quote or order confirmation sets out at least:

• what will be made and what the result has to do;
• which work and which functionality fall within the assignment;
• what expressly falls outside it, where saying so prevents confusion;
• the assumptions we are working from, such as the systems to be integrated with or the environment it has to run in.

Anything not recorded there falls outside the assignment. That is not obstruction — it is the only way a price and a schedule keep any meaning.

4. Changes during a project

New ideas come up while building. That is normal and often good. But a new wish is not automatically part of the agreed price.

If during the project you want something outside the agreed scope — extra functionality, a different approach, an integration that was not there before — we assess what that means first.

• Where a change affects the price, the schedule, the technical approach or the capacity available, we put those consequences to you.
• Only once you have agreed to those consequences do we carry out the additional work.
• Small adjustments that reasonably fit within the agreed work we simply do; we do not make a separate procedure of those.
• We may decline a change if it is technically irresponsible or puts the result as a whole at risk. We explain why and think along about an alternative.

Agreements about additional work are recorded in writing, even if that is a single email.

5. Your cooperation

Almost every project runs partly on your input. Without the right information and access we cannot do our part.

You therefore provide, in good time:

• correct and complete information about your processes, systems and requirements;
• access to the systems, accounts, environments and APIs the work needs;
• content, copy, imagery, data and files that have to go into the result;
• feedback within the agreed periods;
• decisions when they are needed;
• one contact person who can make decisions on your behalf.

Where that causes delay, the schedule moves with it and the consequences are not for our account. If the delay reaches a point where we have reserved capacity we cannot use, we discuss what that means before charging anything.

6. Schedule and deadlines

We make every effort to meet the agreed schedule and tell you as soon as we see something slipping.

• A delivery date we name is a target date and not a strict deadline, unless we have expressly agreed in writing that it is one.
• Schedules depend in part on your cooperation and on technical circumstances nobody can fully foresee.
• Delay on your side or at a third party can move the schedule. We report that as soon as it arises and come back with a revised proposal.

7. How we work and third parties

We carry out the work to the best of our insight and ability, and in a professionally sound manner.

Where the work needs it we use third-party services and components: cloud and hosting providers, software services, APIs, AI providers, libraries and open-source components, and specialist parties where useful.

• We remain responsible for our own work as agreed, including where we engage a third party working under our direction.
• We are not responsible for outages, changes or discontinuation of an external service that lie entirely outside our control. We will of course help think about a solution; the work of repairing it is something we agree on separately.

8. Delivery and review

We deliver once the work is reasonably complete against the agreed scope. You then get the opportunity to review it.

• You have ten working days to report defects or deviations from what was agreed, unless we have agreed a different period.
• If you report nothing within that period, or you put the delivered work into production or business use, the work counts as accepted. That is what stops a project from hanging in an open-ended acceptance phase.
• Points that do not materially get in the way of use are not a reason to withhold acceptance. We resolve those in a following round.
• A new wish or a feature that was not agreed is not a delivery defect. That is a change, and it goes through the arrangement above.
• Where we fix a reported defect, a fresh review period applies to that part.

9. Repair and warranty

If it turns out after delivery that something demonstrably does not do what we agreed, we investigate it carefully and repair it where that is appropriate, at no extra cost.

That is not an unlimited warranty on every future situation, and it cannot be: software does not stand still.

• Where something changes outside the delivered work — a browser update, a changed or discontinued API, a new version of a system being integrated with, changed legislation — adapting to it is new work and not a warranty matter.
• Where a system has been modified by you or by a third party, we cannot guarantee repair of the modified part.
• Defects resulting from incorrect or incomplete information we received from you are not repaired free of charge.

Whether a repair period applies and how long it lasts is agreed per project. Where nothing has been agreed, we apply three months from acceptance for defects in what we delivered. Ongoing maintenance is a separate service and is not automatically included in a project.

10. Hosting and third-party services

Many solutions run on or alongside other people's services: hosting, cloud infrastructure, APIs, AI providers, email and payment providers, and other software services.

• We cannot guarantee that such services remain available without limit, unchanged and free of faults. Those services have their own terms and their own availability.
• Costs of external services — licences, subscriptions, usage, hosting — are separate from development costs and are for your account, unless we agree otherwise in writing.
• Where we manage an external service on your behalf, we record in advance what that management covers, who bears which costs and in whose name the accounts are held.
• Where possible we set up accounts and subscriptions in your name. That keeps control of your own environment with you, including if our collaboration ever ends.

11. Payment

Invoices are payable within fourteen days of the invoice date, unless the agreement states a different period.

• Larger projects are invoiced in instalments. Which instalments and what they are tied to is set out in the quote.
• Where an advance or deposit has been agreed, we start work once it has been paid.
• An invoice is due for work performed or for the instalment reached, even where the project continues afterwards.
• If you do not pay on time you are in default by operation of law and statutory interest is due. For commercial agreements that is the statutory commercial interest rate; where the client is a consumer, the ordinary statutory rate applies. We deliberately name no percentage here: those rates are set periodically by the government and change.
• Where payment still fails to arrive after a written reminder and a reasonable period to put it right, we may charge reasonable extrajudicial collection costs, calculated under the applicable statutory scheme.
• We may suspend our work for as long as a due invoice remains unpaid despite a reminder. We announce that first.
• Suspension for non-payment moves the schedule. The time lost as a result is not for our account.

Report any objection to an invoice within fourteen days, stating your reasons. An objection to part of an invoice does not suspend the obligation to pay the undisputed part.

12. Intellectual property

Put simply: the custom work we make specifically for you becomes yours once it is paid for, and the generic building blocks we make it with stay ours.

• Custom work. Once everything due for the assignment has been paid in full, TH WORKS transfers to you the rights in the custom work developed specifically for you, insofar as those rights are transferable and insofar as we have not agreed otherwise in the agreement.
• Reusable components. Rights in generic components, libraries, frameworks, methods, code patterns, know-how and internal tools that already existed or that are usable independently of your project remain with TH WORKS. You receive a non-exclusive, unlimited and non-terminable right to use them within the work delivered to you.
• Open source. Open-source components fall under their own licences. Those licences continue to apply alongside these terms and we cannot set them aside.
• Your material. Copy, logos, imagery, data and other materials you supply remain yours. You warrant that you are entitled to use them and to provide them to us, and you indemnify us against third-party claims concerning them.

Until payment has been made in full, all rights in what has been delivered remain with TH WORKS and you hold a right of use that we may withdraw if payment fails to arrive despite a reminder.

13. Confidentiality

What we learn about your business stays with us. The same applies the other way around: both parties treat confidential information received from the other as confidential, including after the collaboration has ended.

That duty does not apply to information which:

• was already public, or becomes public without any act of the receiving party;
• was already lawfully known to the receiving party before it was received from the other;
• has to be disclosed under a legal obligation or an order of a competent authority. The party facing that says so in advance, insofar as it is permitted to.

We name you as a client, show your logo or show what we built for you only after you have given permission. Without that permission we do not make a project or a client name public.

14. Privacy and personal data

How we handle personal data of visitors and of people who get in touch is set out in our privacy policy.

Where we process personal data on your behalf — for example in a system we build or manage for you — you are the controller and we are the processor. In that case further arrangements are needed, including a data processing agreement.

These terms do not replace those arrangements and do not take their place. Where a data processing agreement or another specific privacy arrangement provides otherwise, that arrangement prevails.

15. Backups and data

Who is responsible for backups differs per project, and that is not a detail. We therefore record it explicitly rather than assuming it tacitly.

• Where no ongoing management or hosting service has been agreed with us, responsibility for backups, restoration and continuity lies with you or with whoever manages your environment.
• Where it has been agreed, we record what we back up, how often, how long we retain it and within what period we restore. Without such arrangements there is no backup service.
• We are not responsible for data loss falling outside the agreed services.
• Before we make far-reaching changes to an existing production environment, we make sure together that a workable fallback exists.

16. Liability

We work carefully and put right what we get wrong. At the same time liability is not unlimited, and the limit below is the reason we can do this work at these rates.

• Our liability per assignment is limited to the amount invoiced for that assignment, excluding VAT. For an ongoing agreement the maximum is the amount invoiced for that agreement in the twelve months before the event.
• Where several related events occur, that maximum applies once, not per event.
• Indirect and consequential loss is excluded insofar as the law permits. That includes lost turnover or profit, missed savings, reputational harm, missed opportunities, costs of business interruption, and loss or corruption of data.
• Any claim requires that you notify us in writing as soon as reasonably possible after discovering the loss, and in any event within twelve months of the event. After that the claim lapses.

These limitations do not apply in the case of intent or deliberate recklessness on the part of TH WORKS, nor in cases where limiting or excluding liability is not legally permitted — including loss arising from death or personal injury. In those cases the law applies.

17. Force majeure

Force majeure exists where a party cannot meet its obligations because of a circumstance it could not foresee and over which it has no reasonable control.

That includes at least:

• prolonged outages at hosting, cloud infrastructure or other essential external services;
• serious internet, network or power failures;
• cyber incidents, including attacks on systems the work depends on;
• the loss, change or discontinuation of a necessary external supplier or service;
• government measures preventing performance;
• illness or prolonged incapacity for work, insofar as the work cannot reasonably be taken over by someone else.

For as long as the force majeure lasts, obligations are suspended and the schedule moves with it. Both parties tell each other what is going on as soon as possible and discuss a workable solution.

Where a force majeure situation lasts longer than sixty days, either party may terminate the agreement in writing for the part not yet performed. Work carried out up to that point is settled; neither party owes the other compensation.

18. Suspension and termination

Either party can terminate an agreement in writing. How that works depends on the reason.

• Where a party falls short in its obligations, the other party first gives written notice of default and a reasonable period to put it right — unless putting it right is permanently impossible. Only once that period passes without remedy can the agreement be terminated.
• We may suspend work where a due invoice remains unpaid despite a reminder, where you do not provide necessary cooperation despite a request, or where continuing would be technically irresponsible. We announce suspension and explain what is needed to start again.
• On bankruptcy, suspension of payments or cessation of a party's business, the other party may terminate the agreement with immediate effect, insofar as the law permits.
• For an ongoing agreement with no agreed term, a notice period of one month applies both ways, unless agreed otherwise.

Where an agreement ends early, the work performed up to that point is invoiced, together with costs we have already committed to for the assignment and can no longer cancel. What has been delivered and paid for stays delivered.

Early termination gives no right to transfer or release of work that is unfinished or unpaid, except insofar as the parties agree otherwise. We will of course cooperate in a proper handover of what has been paid for; the time that takes is agreed separately.

Provisions intended by their nature to continue after the agreement ends — including intellectual property, confidentiality, liability and governing law — continue to apply.

19. Complaints and disagreements

If something is not going well, we would rather hear it straight away. By far the most problems can be solved while they are still small.

So report a complaint as soon as possible after you discover the problem, in writing and with a description of what is wrong. We respond on the substance within ten working days, and where investigation takes longer we tell you within that period when you can expect an answer.

If we cannot resolve it together, we first try to reach agreement in consultation before putting a dispute before a court.

20. Governing law

Dutch law applies to all quotes, agreements and work of TH WORKS. The Vienna Sales Convention does not apply.

Disputes the parties do not resolve between themselves are submitted to the competent court in the district where TH WORKS is established, unless a mandatory statutory provision designates another court.

21. Changes to these terms

We may amend these terms. The date at the top of this document says when that last happened.

• For an assignment already under way, the terms that applied when the agreement was concluded continue to apply. We do not unilaterally change the arrangements for a project already running.
• For new quotes and new assignments, the version on this page at that moment applies.
• For an ongoing agreement we may make a change where there is reasonable cause. We give at least thirty days' notice. If you do not agree, you may terminate the ongoing agreement as at the date the change takes effect.