GENERAL TERMS AND CONDITIONS OF 2DIGITS BV
Article 1 - General
2DIGITS B.V., established in Utrecht, Chamber of Commerce number 84703083, is
referred to as the Contractor in these general terms and conditions. The
counterparty of the Contractor is referred to as the Client. Both parties together
are referred to as the Parties. The agreement refers to the agreement for services
between the parties.
Article 2 - Definitions
In these Terms, the following terms are indicated with a capital letter, both in
singular and plural. These terms are understood as follows:
● Services: The services to be provided by the Contractor to the Client under
the Agreement, including, if applicable, the results of services;
● Intellectual Property Rights: All intellectual property rights and related
rights, such as but not limited to copyrights, trademark rights, patent
rights, design rights, trade name rights, rights to domain names, databases,
and neighboring rights, as well as rights to know-how and single-line
performances;
● Client: The natural or legal person who has entered into or will enter into an
Agreement with the Contractor;
● Personal Data: Any data related to an identified or identifiable natural
person, as defined in Article 4(1) of the General Data Protection Regulation
(GDPR).
Article 3 - Applicability
These terms and conditions apply to all offers, proposals, work, agreements, and
deliveries of services or goods by or on behalf of the Contractor. Deviations from
these terms and conditions can only be made in writing and with mutual
consent. The agreement contains obligations for the Contractor only in terms of
best efforts, unless otherwise agreed in writing. If the Client refers to its own
general terms or declares other terms applicable when accepting an offer or
concluding an agreement, such applicability is expressly rejected.
Article 4 - Offers and Proposals
Offers from the Contractor are valid for a maximum of 1 month unless otherwise
stated. Proposals are indicative and do not entitle the Client to compensation or
cancellation in case of a delay, unless otherwise agreed in writing. Offers do not
automatically apply to subsequent assignments.
Article 5 - Prices and Price Changes
Unless otherwise stated, prices are exclusive of VAT and charges. The Contractor
may change prices if unforeseen cost increases occur. For services, unless a fixed
price has been agreed upon, the regular hourly rate of the Contractor applies. If an
estimated price is provided, it may be exceeded by up to 10%. In the case of a
higher excess, the Contractor must inform the Client in a timely manner.
Article 6 - Price Indexation
The Contractor is entitled to adjust the agreed rates annually on January 1st based
on inflation or cost developments. This adjustment will be communicated as soon
as possible. The Contractor is also entitled to implement the cost increase at a
later date if this is desirable from an administrative point of view.
Article 7 - Information Provision by the Client
The Client will provide all necessary information, data, and documents in a timely
manner. The Client is responsible for the accuracy and completeness of this
information. Any damage resulting from incomplete or incorrect information will
be borne by the Client.
Article 8 - Execution and Involvement of Third Parties
The Contractor will perform the assignment to the best of its ability and may
involve third parties. Work will start after written approval and, if agreed upon,
after payment of an advance. It is the responsibility of the Client to ensure that the
Contractor can start on time.
Article 9 - Duration and Amendment of the Agreement
The agreement is for an indefinite period unless otherwise agreed in writing. An
agreed term is never fatal. Amendments to the agreement must be made in
writing through consultation. The Contractor will inform the Client of the impact
on price or scheduling.
Article 10 - Force Majeure
There is no attributable failure in the performance of the agreement if there is
force majeure. The Contractor is not liable for failures due to force majeure. Force
majeure includes, among others: interruptions in the supply of electricity, strikes,
riots, government measures, fires, natural disasters, floods, shortcomings of
suppliers of the Parties, shortcomings of third parties engaged by the Parties,
internet connection failures, hardware failures, failures in (telecommunication)
networks, and other unforeseen circumstances. Obligations are suspended as
long as the force majeure continues. If it lasts longer than 30 days, the parties may
terminate the agreement in writing. The Contractor is not liable for any
compensation in the case of force majeure.
Article 11 - Payment
Invoices must be paid within 14 days, without suspension or offsetting. If payment
is not made on time, the Client is automatically in default. The Contractor may
suspend work and charge collection costs, interest, and compensation. In the
case of bankruptcy or suspension of payment, all claims become immediately due
and payable.
Article 12 - Data Processing
If the Contractor processes personal data on behalf of the Client in the execution
of the agreement, the parties will conclude a written data processing agreement
prior to processing, which complies with Article 28 of the GDPR. This data
processing agreement will regulate at least the nature and purpose of the
processing, the categories of personal data and data subjects, security measures,
possible involvement of subprocessors, the duration of the processing, and the
rights of the data subjects.
As long as no data processing agreement has been concluded, the Contractor will
not process personal data for the Client other than strictly necessary for initial
contact and the execution of preparatory work.
Article 13 - Termination and Cancellation
The Client may terminate the agreement with a notice period of 3 months,
starting from the first day of the following calendar month. The Contractor may
terminate with a notice period of 14 days. Obligations that by their nature
continue after termination will remain in force.
Article 14 - Transfer and Exit
The Contractor is not obligated to transfer data, documentation, or systems upon
termination, unless otherwise agreed in writing. Support for transfer will be
provided at the hourly rate. The Client is responsible for timely backups and
preparations for termination.
Article 15 - Contractor’s Liability
- The Contractor is not liable for damage unless there is intent or gross
negligence.
- The Contractor is never liable for indirect damage, consequential damage,
lost profits, loss of data, business interruption, or reputational damage.
- Liability is limited to the amount of the relevant assignment, with a
maximum of €25,000 per year.
- Claims must be reported in writing within 14 days of discovery.
- The Client indemnifies the Contractor against all claims from third parties.
Article 16 - Client’s Liability
The Client is fully responsible for the use of the provided services, incorrect
submission of information, and use in critical processes. The Client will take
appropriate measures and obtain adequate insurance.
Article 17 - Indemnification
The Client indemnifies the Contractor against all claims from third parties, such as
those in the area of intellectual property, privacy, data loss, or damage resulting
from the use of the provided services.
Article 18 - Intellectual Property
The Contractor remains the owner of all intellectual property rights on the generic
components of the software developed under the agreement, such as underlying
frameworks, libraries, development methods, and reusable modules. The Client
only receives the right to use them as described in these terms.
The Contractor grants the Client an exclusive, non-transferable, and
non-sublicensable right to use the works delivered under the agreement, solely
for the Client's own business purposes.
In deviation from the above, the intellectual property rights to the parts of the
software that are demonstrably developed specifically and exclusively for the
Client (“Custom Code”) will be transferred to the Client after full payment of all
related invoices. The Contractor transfers these rights to the Client in advance,
under the condition that the Client has fully paid.
Article 19 - Confidentiality
Both parties are obliged to keep confidential information secret. This obligation
applies during the term of the agreement and for three years thereafter. Penalty
for violation: €25,000 per violation plus €5,000 per day as long as the violation
continues.
Article 20 - Non-Solicitation of Personnel
The Client may not hire or directly/indirectly employ the Contractor’s personnel
during the collaboration and for one year thereafter, unless agreed in writing.
Article 21 - AI, Open Source, and External Components
The Contractor is entitled to use AI tools, open-source software, frameworks, and
third-party APIs. The Contractor is not liable for damage or defects resulting from
these components, unless there is intent or gross negligence.
Article 22 - Software Development: Specific Provisions
22.1 Working in Sprints
The Contractor works based on an iterative development process with sprints.
Each sprint is concluded with a (partial) delivery that is subject to acceptance by
the Client. If no objections are raised within 7 days after delivery, the work is
considered approved.
22.2 Maintenance, SLA, and Management
Maintenance, updates, support, or management are not part of the agreement
unless explicitly stated in a separate SLA.
22.3 Security and Critical Business Use
The Contractor applies security measures according to the state of the art but
does not guarantee complete protection. When using the software in
business-critical environments, the Client is responsible for monitoring, risk
analysis, emergency procedures, and data security.
Article 23 - Applicable Law and Disputes
The parties will first attempt to resolve disputes through consultation or
mediation. Dutch law applies exclusively to this agreement. Disputes will be
submitted to the competent court in the district where the Contractor is
established. The Contractor excludes liability for damage arising from dispute
procedures unless there is intent or gross negligence.
