General Terms and Conditions

Email: sander@sdkode.dev

Website: www.sdkode.dev

Drawn up on May 30, 2024.

Article 1 - Definitions

  1. SDKode, located in Amsterdam, Chamber of Commerce number 92447678.
  2. Customer: the person with whom SDKode has entered into an agreement.
  3. Parties: SDKode and Customer together.
  4. Consumer: a Customer who is also an individual and acts as a private person.

Article 2 - Applicability

  1. These terms and conditions apply to all quotations, offers, activities, orders, agreements, and deliveries of services or products by or on behalf of SDKode.
  2. SDKode and the Customer can only deviate from these terms if agreed upon in writing.
  3. SDKode and the Customer expressly exclude the applicability of the general terms and conditions of the Customer or others.

Article 3 - Offers and quotations

  1. Offers and quotations from SDKode are non-binding unless explicitly stated otherwise.
  2. An offer or quotation is valid for a maximum of 1 month unless a different period is stated in the offer or quotation.
  3. If the Customer does not accept an offer or quotation within the applicable period, the offer or quotation expires.
  4. Offers and quotations do not apply to repeat orders unless SDKode and the Customer agree to this in writing.

Article 4 - Acceptance

  1. Upon acceptance of a non-binding offer or quotation, SDKode may still withdraw the offer or quotation within 3 days after receipt of the acceptance, without the Customer deriving any rights from it.
  2. Oral acceptance by the Customer only binds SDKode after the Customer has confirmed it in writing or electronically.

Article 5 - Prices

  1. SDKode applies prices in euros, exclusive of VAT and any other costs such as administration or shipping costs, unless otherwise agreed in writing.
  2. SDKode may always change the prices of its services and products on its website and in other communications.
  3. The price for a service is determined by SDKode based on the actual hours spent.
  4. The price is calculated according to SDKode's usual hourly rates applicable for the period in which the work is performed, unless a different hourly rate has been agreed upon.
  5. When SDKode and the Customer agree on a total amount for the service, this is always a target price unless otherwise agreed in writing.
  6. SDKode may deviate up to 10% from the target price.
  7. SDKode must inform the Customer in a timely manner why a higher price is justified if the target price is expected to exceed by more than 10%.
  8. The Customer may cancel the part of the order that exceeds the target price (plus 10%) if the target price is expected to exceed by more than 10%.
  9. SDKode may adjust its prices annually.
  10. SDKode will inform the Customer of price adjustments prior to their implementation.
  11. The consumer may terminate the agreement with SDKode if they disagree with the price increase.

Article 6 - Payments and payment term

  1. SDKode may require a down payment of up to 50% of the agreed amount when entering into the agreement.
  2. The Customer must make a payment retrospectively within 1 month after delivery.
  3. The payment terms that SDKode applies are strict deadlines. This means that if the Customer has not paid the agreed amount by the last day of the payment term, they are automatically in default without SDKode having to send a reminder or notice of default to the Customer.
  4. SDKode may make delivery contingent upon immediate payment or require security for the total amount of services or products.

Article 7 - Consequences of late payment

  1. If the Customer does not pay within the agreed term, SDKode may charge the statutory interest per month for commercial transactions from the day the Customer is in default, with part of a month counting as a whole month.
  2. When the Customer is in default, they must also pay extrajudicial collection costs and any damages to SDKode.
  3. The collection costs are calculated based on the Reimbursement of Extrajudicial Collection Costs Decree.
  4. If the Customer does not pay on time, SDKode may suspend its obligations until the Customer has paid.
  5. In case of liquidation, bankruptcy, seizure, or suspension of payment on the part of the Customer, SDKode's claims against the Customer are immediately due and payable.
  6. If the Customer refuses to cooperate in the execution of the agreement by SDKode, they must still pay the agreed price.

Article 8 - Right of suspension

  1. The Customer hereby waives the right to suspend the fulfillment of any obligation arising from this agreement.

Article 9 - Set-off

  1. The Customer waives their right to set off a debt to SDKode against a claim on SDKode.

Article 10 - Insurance

  1. The Customer must adequately insure and keep insured the following items against, among other things, fire, explosion, water damage, and theft:
  • Delivered items that are necessary for the execution of the underlying agreement
  • Items of SDKode that are present at the Customer’s premises
  • Items delivered under retention of title
  1. The Customer must provide the policy of these insurances for inspection at SDKode's first request.

Article 11 - Warranty

  1. When the Customer and SDKode have entered into an agreement of a service-providing nature, this only constitutes a best-efforts obligation for SDKode and not a result obligation.

Article 12 - Execution of the Agreement

  1. SDKode executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
  2. SDKode may have the agreed service performed in whole or in part by others.
  3. The execution of the agreement takes place in consultation and after written approval and payment of any advance by the Customer.
  4. The Customer must ensure that SDKode can start the execution of the agreement on time.
  5. If the Customer does not ensure that SDKode can start on time, the resulting additional costs will be borne by the Customer.

Article 13 - Information provision by the customer

  1. The Customer shall make all information, data, and documents that are relevant for the correct execution of the agreement available to SDKode in a timely manner and in the desired form and manner.
  2. The Customer guarantees the accuracy and completeness of the provided information, data, and documents, even if they originate from third parties, unless the nature of the agreement dictates otherwise.
  3. When and insofar as the Customer requests, SDKode will return the relevant documents.
  4. If the Customer does not provide the reasonably requested information, data, or documents to SDKode in a timely or proper manner, and the execution of the agreement is thereby delayed, the resulting additional costs and additional hours will be borne by the Customer.

Article 14 - Duration of service agreement

  1. The agreement between SDKode and the Customer for a service is entered into for a duration of 1 year, unless the nature of the agreement dictates otherwise or something else has been agreed upon in writing.
  2. After the term in paragraph 1 expires, the agreement is tacitly converted into an agreement for an indefinite period, unless the Customer or SDKode terminates the agreement with a notice period of 2 months. If the Customer is a consumer, a notice period of 1 month applies.

Article 15 - Termination of fixed-term service

  1. The Customer cannot terminate a fixed-term service agreement earlier than after 1 year.
  2. After the minimum term of 1 year has expired, the Customer can terminate the agreement in paragraph 1 with a notice period of 2 months.
  3. After the minimum term of 1 year has expired, a consumer can terminate the agreement in paragraph 1 with a notice period of 1 month.
  4. If the service agreement is entered into for less than 1 year, the agreement cannot be terminated prematurely.

Article 16 - Intellectual property

  1. SDKode retains all intellectual property rights to all code, designs, drawings, writings, data carriers, or other information, quotations, images, sketches, models, and maquettes, unless otherwise agreed.
  2. The Customer may not show, make available, or otherwise use the intellectual property rights mentioned in paragraph 1 to others without prior written permission from SDKode.

Article 17 - Confidentiality

  1. The Customer shall keep any information received from SDKode confidential, regardless of its form.
  2. The same applies to all other information concerning SDKode that the Customer knows or can reasonably suspect to be secret or confidential, or that can be expected to cause harm to SDKode if disclosed.
  3. The Customer shall take all necessary measures to ensure that the information referred to in paragraphs 1 and 2 remains confidential.
  4. The confidentiality obligation described in this article does not apply to information:
  6. that was already public before the Customer received it, or that later became public without this being the result of a breach of the confidentiality obligation by the Customer
  7. that is disclosed by the Customer due to a legal obligation
  8. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its termination.

Article 18 - Penalty clause

  1. If the Customer breaches the article on confidentiality or intellectual property, they shall pay an immediately due and payable penalty to SDKode for each breach.
  2. If the Customer is a consumer, the penalty in paragraph 1 amounts to €1,000.
  3. If the Customer is not a consumer, the penalty in paragraph 1 amounts to €5,000.
  4. Additionally, the Customer must pay an amount equal to 5% of the applicable amount in paragraphs 2 or 3 for each day that the breach continues.
  5. The Customer must pay the penalty in paragraph 1 without the need for a notice of default or judicial proceedings. There does not need to be any damage.
  6. SDKode may also claim compensation from the Customer in addition to the penalty in paragraph 1.

Article 19 - Indemnification

  1. The Customer indemnifies SDKode against all claims from third parties related to the products and/or services delivered by SDKode.

Article 20 - Complaints

  1. The Customer must examine a product delivered or service provided by SDKode as soon as possible for any shortcomings.
  2. If a delivered product or provided service does not meet the Customer's reasonable expectations, the Customer must notify SDKode within 1 month after discovering the shortcoming.
  3. A consumer must notify SDKode within 2 months after discovering the shortcoming.
  4. The Customer shall provide as detailed a description of the shortcoming as possible, so that SDKode can respond appropriately.
  5. The Customer must demonstrate that the complaint relates to an agreement between the Customer and SDKode.
  6. If a complaint concerns ongoing work, the Customer cannot demand that SDKode perform work other than agreed upon.

Article 21 - Notice of default

  1. The Customer must notify SDKode of any notice of default in writing.
  2. The Customer is responsible for ensuring that their notice of default actually reaches SDKode on time.

Article 22 - Liability of the customer

  1. When SDKode enters into an agreement with multiple Customers, each of them is jointly and severally liable for fulfilling the obligations in that agreement.

Article 23 - Liability of SDKode

  1. SDKode is only liable for damage suffered by the Customer if that damage is caused by intent or deliberate recklessness.
  2. If SDKode is liable for damage, this only applies to direct damage related to the execution of an underlying agreement.
  3. SDKode is not liable for indirect damage, such as consequential damage, lost profits, or damage to third parties.
  4. If SDKode is liable, this liability is limited to the amount paid out by a concluded (professional) liability insurance. If no insurance is concluded or no amount is paid out, liability is limited to the (portion of the) invoice amount to which the liability relates.
  5. All images, photos, colors, drawings, descriptions on the website or in a catalog are merely indicative and cannot lead to any compensation, dissolution, or suspension.

Article 24 - Expiry period

  1. Any right of the Customer to compensation from SDKode lapses 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Article 25 - Termination

  1. The Customer may terminate the agreement if SDKode fails to fulfill its obligations, unless this shortcoming does not justify termination due to its special nature or minor significance.
  2. If performance by SDKode is still possible, termination can only take place after SDKode is in default.
  3. SDKode may terminate the agreement with the Customer if the Customer does not fully or timely fulfill their obligations under the agreement, or if SDKode becomes aware of circumstances that give it good reason to believe that the Customer will not fulfill their obligations.

Article 26 - Force majeure

  1. In addition to Article 6:75 of the Dutch Civil Code, a failure by SDKode cannot be attributed to SDKode if it is due to force majeure.
  2. The force majeure situation in paragraph 1 includes, but is not limited to:
  • an emergency such as civil war or natural disaster
  • non-performance or force majeure of suppliers, deliverers, or others
  • power, electricity, internet, computer, or telecom failures
  • computer viruses
  • strikes
  • government measures
  • transportation problems
  • bad weather conditions
  • work interruptions
  1. If a force majeure situation arises that prevents SDKode from fulfilling one or more obligations to the Customer, those obligations will be suspended until SDKode can fulfill them.
  2. If a force majeure situation lasts at least 30 calendar days, both the Customer and SDKode may terminate the agreement in whole or in part in writing.
  3. SDKode does not owe any compensation to the Customer in a force majeure situation, even if SDKode benefits from it.

Article 27 - Amendment of agreement

  1. If it is necessary for the execution to amend an agreement, the Customer and SDKode may adjust the agreement.

Article 28 - Amendment of general terms and conditions

  1. SDKode may amend these general terms and conditions.
  2. SDKode may always implement minor changes.
  3. SDKode will discuss major changes with the Customer as much as possible in advance.
  4. A consumer may terminate the underlying agreement in the event of a major change to the general terms and conditions.

Article 29 - Transfer of rights

  1. The Customer may not transfer rights from an agreement with SDKode to others without written permission from SDKode.
  2. This provision has property law effect as described in Article 3:83(2) of the Dutch Civil Code.

Article 30 - Consequences of nullity or voidability

  1. If one or more provisions of these general terms and conditions prove to be null or voidable, this does not affect the other provisions of these terms and conditions.
  2. In that case, a provision that is null or voidable will be replaced by a provision that comes closest to what SDKode had in mind when drafting the conditions at that point.

Article 31 - Applicable law and competent court

  1. Dutch law applies to these general terms and conditions and any underlying agreement between the Customer and SDKode.
  2. The court in the district where SDKode is located has exclusive jurisdiction to hear any disputes between the Customer and SDKode, unless the law provides otherwise.