Terms and conditions

1. Identity and applicability

These terms apply to all proposals, agreements and services of VDW Digital Services. VDW Digital Services is located at Stadionlaan 18, 5213 JK 's-Hertogenbosch, the Netherlands, and is registered with the Dutch Chamber of Commerce under number 90785150. Deviations only apply when agreed in writing.

2. Proposals and agreements

Proposals are non-binding and valid for the period stated in the proposal. An agreement is formed after written acceptance or when VDW starts work with the client’s consent.

3. Performance and cooperation

VDW performs assignments carefully and to the best of its ability. Unless agreed otherwise, VDW has an obligation to use reasonable efforts and does not guarantee specific commercial, technical or search-engine results. The client provides the required information, access and feedback on time.

4. Planning, scope and additional work

Deadlines are indicative unless expressly agreed in writing as final. Missing input may affect the schedule. Work outside the agreed scope is additional work and may be proposed or invoiced separately.

5. Third parties and external services

VDW may reasonably engage third parties. Licences, advertising budgets, hosting, software and APIs are only included when explicitly stated. VDW is not responsible for the availability of, or changes made by, external suppliers.

6. Fees and payment

Amounts exclude VAT unless stated otherwise. Invoices must be paid within 14 days. In the event of late payment, VDW may suspend its work and charge statutory interest and reasonable collection costs.

7. Intellectual property

Rights to existing methods, components, tools and knowledge remain with VDW. After full payment, the client receives the agreed usage rights to the specific work. Source files, source code and transferable rights are only included when agreed in writing.

8. Materials supplied by the client

The client guarantees that supplied texts, images, data and trade marks may be used lawfully and indemnifies VDW against claims arising from unlawful material.

9. Acceptance and remedy

The client reviews deliverables within the agreed period and reports specific defects in writing. VDW is given a reasonable opportunity to remedy attributable defects. New requests are not considered remedial work.

10. Confidentiality and privacy

Both parties handle confidential information with due care. If VDW processes personal data on behalf of the client, the parties enter into additional arrangements in a data processing agreement where required.

11. Liability

VDW is only liable for demonstrable direct loss caused by an attributable failure. To the extent permitted by law, liability is limited to the amount paid for the relevant part of the assignment and never exceeds the amount paid by the applicable insurance. Indirect loss, consequential loss, loss of revenue and loss of data are excluded, except in cases of intent or deliberate recklessness.

12. Force majeure

Neither party is required to perform when this is reasonably impossible due to circumstances beyond its control, including infrastructure failures, cyber incidents, government measures or failure of essential suppliers.

13. Term and termination

The term and termination arrangements are stated in the agreement. Termination is possible in the event of a material breach that continues after a reasonable remedy period. Work already performed and costs already incurred remain payable.

14. Governing law and disputes

Dutch law applies. The parties first attempt to resolve disputes together. If that does not succeed, the competent Dutch court in the district in which VDW is established has jurisdiction, to the extent permitted by law.