Aldewereld Consultancy, established at Nieuwe Hemweg 26, 1013 CX Amsterdam, the Netherlands, registered with the Chamber of Commerce under number 61862533, VAT number NL002168402B79.

These terms also apply to engagements accepted under any of the trade names of Aldewereld Consultancy, including EASEO, Source Parts, Datacenter Broker, Zero Trust Cybersecurity and Open School Cloud.

These terms are intended for business clients. Aldewereld Consultancy does not contract with consumers.

Part A. General provisions

Article 1. Definitions

Contractor: Aldewereld Consultancy, acting under its own name or under any of its trade names.
Client: the legal entity, or the natural person acting in the course of a profession or business, that enters into an agreement with the contractor or negotiates one.
Parties: the contractor and the client together.
Agreement: any arrangement between the parties concerning the supply of services, works or goods connected to them, including the quotation and its appendices.
Work: everything the contractor delivers under the agreement, including advice, reports, designs, software, source code, configurations, texts and visual material.
Third-party costs: amounts charged by parties other than the contractor, including suppliers, contractors, carriers, licensors, hosting providers and public authorities.
In writing: on paper or by electronic means, including email, provided the message can be traced to its sender.

Article 2. Applicability and order of precedence

These terms apply to all quotations, offers, agreements and deliveries by the contractor.
The client’s own general terms are expressly rejected and do not apply, even if the contractor does not object to them separately.
Deviation from these terms is only possible in writing.
In the event of conflict the following order applies: (a) an agreement signed separately by both parties, (b) the quotation, (c) the modules in parts B, C, D and E of these terms, (d) part A of these terms.
If a provision of these terms is void or voidable, the remaining provisions remain in force. The parties will then agree a replacement provision that stays as close as possible to the intent of the original.

Article 3. Quotations and formation

Quotations are valid for 30 days unless the quotation states otherwise.
A quotation is without obligation until it is accepted.
The agreement is formed by the client’s written acceptance of the quotation, or by the contractor starting work with the client’s consent.
The contractor is not bound by obvious errors or clerical mistakes in a quotation.
A quotation does not automatically apply to follow-up engagements.

Article 4. Performance

The contractor performs the agreement to the best of his insight and ability and in accordance with the standards of good workmanship. The obligation is one of effort, unless the agreement expressly states a result and identifies it as such.
The contractor determines how and by whom the engagement is carried out, within what the parties have agreed on that point.
The contractor may engage third parties. The contractor remains responsible towards the client for the quality of the work he delivers. Articles 7:288 to 7:291 of the Dutch Civil Code are excluded.
The contractor informs the client in good time of circumstances that materially affect performance, planning or cost.

Article 5. Obligations of the client

The client makes available, in good time and in usable form, all information, access and resources needed for performance.
The client warrants the accuracy and completeness of the information he supplies, including information originating from third parties.
The client designates a contact person authorised to take decisions on his behalf.
Where delay or additional work arises because the client does not meet the obligations in this article, the reasonable costs resulting from it are for the client’s account. The contractor reports this in advance and charges nothing that has not been announced.

Article 6. Changes and additional work

If performance shows that the work needs to be changed or extended, the parties adjust the agreement by mutual consultation.
Additional work is only carried out on the client’s written instruction. The contractor states in advance what the consequences are for price and planning.
Work carried out by the contractor without prior written instruction is at his own expense.

Article 7. Time limits

Stated time limits are not strict deadlines unless the parties have expressly designated a limit as such in writing.
If a non-strict limit is exceeded, the client gives the contractor written notice of default and a reasonable period to perform.
Time limits are extended by any period in which the contractor cannot work for a reason attributable to the client or to a third party engaged by the client.

Article 8. Prices and rates

All amounts are exclusive of VAT and of government levies, unless stated otherwise.
The parties agree a fixed price, an hourly rate or a target price.
Where a target price applies, the contractor may deviate from it by up to 10 per cent. If the target price will be exceeded by more than 10 per cent, the contractor reports this in advance with the reason, and the client may cancel the part of the engagement that exceeds the target price plus 10 per cent.
Third-party costs are not included in the price unless expressly stated. Third-party costs are only incurred with the client’s written approval. The contractor may require the client to contract directly with the third party concerned.
The contractor may adjust his rates annually on 1 January. For an increase above the rate of inflation over the preceding twelve months according to the consumer price index of Statistics Netherlands, the contractor gives at least 30 days’ notice, and the client may terminate the agreement with effect from the date the increase takes effect.

Article 9. Invoicing and payment

Invoices are payable within 14 days of the invoice date, without discount, suspension or set-off, unless agreed otherwise in writing.
The contractor may require a down payment or payment in instalments, and may make the start of work conditional on receipt of the first instalment.
If payment is not made within the period, the client is in default by operation of law without notice of default being required. From that moment the statutory commercial interest under article 6:119a of the Dutch Civil Code is due, together with extrajudicial collection costs calculated in accordance with the Dutch decree on compensation for extrajudicial collection costs.
The contractor may suspend his work for as long as the client is in default, after written notice with a period of at least 7 days. The contractor is not liable for damage resulting from that suspension.
Objections to an invoice are notified in writing and with reasons within 14 days of the invoice date. An objection does not suspend the obligation to pay the undisputed part.
In the event of bankruptcy, suspension of payment, attachment or dissolution of the client, all claims become immediately due and payable.

Article 10. Suspension and right of retention

The contractor may withhold goods, data and work in his possession for as long as the client has not paid a due invoice in full.
This right does not apply to personal data, to records the client must be able to access or retain by law, or to data where withholding would harm the client’s operations disproportionately.

Article 11. Duration, termination and cancellation

An agreement for a defined engagement ends on delivery.
The client may terminate an engagement early in writing. In that case he pays for the work performed to date, for commitments already entered into with third parties, and, for an engagement at a fixed price, an additional compensation of 25 per cent of the remaining part of the fixed price.
The contractor may terminate an engagement early where continuation cannot reasonably be required of him. In that case he invoices only the work performed to date and hands over work in progress with due care.
Either party may terminate the agreement with immediate effect in writing in the event of bankruptcy, suspension of payment or dissolution of the other party, or in the event of an attributable failure that is not remedied after written notice of default and a reasonable period.
Obligations which by their nature are intended to continue, including confidentiality, intellectual property, liability and governing law, remain in force after the agreement ends.

Article 12. Force majeure

In addition to article 6:75 of the Dutch Civil Code, force majeure means any circumstance beyond the contractor’s control that prevents performance in whole or in part, including failure by suppliers, outage or disruption of networks, data centres or cloud services, cyber attacks, power failures, strikes, government measures, epidemics and extreme weather.
Obligations are suspended for the duration of force majeure. If the situation lasts longer than 30 calendar days, either party may terminate the agreement in whole or in part in writing, without either party owing damages.
Where performance was already partly rendered when force majeure arose, the contractor may invoice that part.

Article 13. Liability

The contractor is liable only for direct damage resulting from an attributable failure to perform the agreement.
Liability is limited to the amount the contractor invoiced to the client for the engagement concerned in the twelve months preceding the event causing the damage, excluding VAT, with a maximum of EUR 50,000.
The contractor is not liable for indirect damage, including consequential loss, lost profit, lost savings, reputational damage, business interruption, loss of data and damage from third-party claims.
The limitations in this article do not apply to damage resulting from intent or deliberate recklessness on the part of the contractor, nor to liability that cannot be limited under mandatory law.
The contractor is not liable for damage arising from incorrect or incomplete information supplied by the client, from third parties prescribed or designated by the client, or from use of the work for a purpose other than the one for which it was delivered.
Any claim lapses if it is not submitted to the contractor in writing within twelve months of the event giving rise to the liability.
A right to compensation only arises if the client reports the damage in writing as soon as possible after it occurs and gives the contractor a reasonable opportunity to remedy the failure.

Article 14. Indemnity

The client indemnifies the contractor against third-party claims connected to data, materials or instructions supplied by the client, and against claims arising from the client’s use of the work contrary to the agreement or the law. This indemnity does not apply to the extent the claim results from intent or deliberate recklessness on the part of the contractor.

Article 15. Complaints and acceptance

The client reports complaints about the work in writing and in as much detail as possible within 30 days of delivery, or within 14 days of the moment a defect could reasonably have been discovered.
The contractor is given a reasonable period to remedy a defect that proves justified. Remedy is the first remedy.
A complaint cannot oblige the contractor to perform work other than what was agreed.

Article 16. Intellectual property and right of use

All intellectual property rights in the work rest with the contractor or with his licensors.
For work developed specifically for the client, the client obtains a perpetual, irrevocable, worldwide and transferable right of use for the purposes for which the work was delivered. This right of use arises at the moment the client has paid the agreed price in full.
The contractor retains the right to use general knowledge, methods, working practices, generic components, libraries and building blocks developed or used during performance for other clients as well.
Third-party components, including open source components and licences, are subject to the terms of the relevant rightsholder. The contractor informs the client of licences that materially restrict use of the work.
The client does not remove attributions of rightsholders from the work.
Reports, advice and analyses are intended for the client and may not be published or supplied to third parties without the contractor’s written consent, with the exception of the client’s advisers, financiers and group companies who are bound by confidentiality.

Article 17. Confidentiality

The parties keep confidential what they receive from each other and what they know or can reasonably suspect to be confidential. This obligation applies both ways.
The obligation does not apply to information that (a) was already public or became public without any act of the receiving party, (b) was demonstrably already in the receiving party’s possession, (c) was lawfully obtained from a third party, or (d) must be disclosed under a legal obligation or court order, in which case the receiving party informs the other party in advance so far as this is permitted.
The obligation of confidentiality applies during the agreement and for three years thereafter.
On breach of this article the party in breach forfeits to the other party an immediately payable penalty of EUR 2,500 per breach, plus EUR 250 for each day the breach continues, up to a maximum of EUR 25,000 per breach. The penalty does not affect the right to full compensation, and is deducted from any compensation awarded.

Article 18. Personal data

Where the contractor processes personal data on the client’s behalf during performance, the client is the controller and the contractor is the processor within the meaning of the General Data Protection Regulation.
In that case the parties conclude a data processing agreement before processing begins. The contractor makes a model available for this purpose. Until that agreement is concluded, the contractor does not process personal data of the client, except where this is unavoidable for performance.
The client warrants that he has a valid legal basis for the processing he instructs the contractor to carry out, and indemnifies the contractor against claims arising from this.
The contractor’s privacy statement applies to processing for which the contractor is himself the controller.

Article 19. Use of tools, including AI

The contractor may use technical tools during performance, including artificial intelligence systems. The contractor remains fully responsible for the work delivered. Using a tool does not lower his duty of care.
The contractor does not enter confidential information or personal data of the client into third-party systems unless that processing is covered by a data processing agreement or by the client’s written consent.
The client may request in writing that no artificial intelligence systems be used on his engagement. The contractor then states in advance what the consequences are for price and planning.

Article 20. Non-solicitation of personnel

During the agreement and for twelve months thereafter, the client does not employ staff or engaged third parties of the contractor and does not otherwise have them work for him directly or indirectly, unless the parties agree otherwise in writing. On breach an immediately payable penalty of EUR 15,000 per breach is due, without prejudice to the right to full compensation, from which the penalty is deducted.

Article 21. References and use of name

The contractor may use the client’s name and logo as a reference on his website and in quotations, and may state in general terms what type of work was carried out.
The contractor does not disclose confidential information in doing so.
The client may prohibit this use in writing at any time, after which the contractor removes the reference within 30 days.

Article 22. Transfer of rights

Rights under the agreement may not be transferred without the prior written consent of the other party. This provision has effect in property law within the meaning of article 3:83(2) of the Dutch Civil Code. The contractor may transfer his rights and obligations on a transfer of his business, provided he informs the client in advance.

Article 23. Amendment of these terms

The contractor may amend these terms.
Amendments do not apply to current engagements with a defined result, unless the parties agree otherwise.
For continuing agreements the contractor gives at least 30 days’ notice of an amendment before it takes effect. If the amendment is unfavourable to the client and not of minor importance, the client may terminate the agreement with effect from that date.

Article 24. Governing law and disputes

All agreements are governed exclusively by Dutch law. The Vienna Sales Convention does not apply.
The parties submit a dispute to the courts only after attempting to resolve it by mutual consultation.
Disputes are submitted exclusively to the competent court in Amsterdam, unless mandatory law provides otherwise.

Part B. Module for software, websites and custom development

This module applies alongside part A where the contractor develops software, a website, a web application or other digital custom work.

Article B1. Specification and delivery

The functionality to be developed is described in the quotation or in a separate document. Anything not described there falls outside the engagement.
Delivery takes place by making the work available to the client, in a test environment or in production.
The client tests the work within 14 days of delivery. If no defects are reported within that period, the work is deemed accepted. The work is also deemed accepted as soon as the client uses it in production.
Defects that do not materially impede use do not prevent acceptance.

Article B2. Source code and portability

After payment in full the client receives the source code of the custom work developed specifically for him, in a common format and with the documentation needed to have the work maintained elsewhere.
Standard components, libraries and generic building blocks of the contractor or of third parties are not covered by this. The client obtains a right of use in them as described in article 16(2).
The contractor applies no technical measures that prevent the client from having the work maintained or developed further by another party.

Article B3. Warranty on custom work

The contractor remedies defects in the custom work reported in writing within 30 days of acceptance free of charge, to the extent the defect is attributable to him.
This warranty lapses where changes have been made to the work by or on behalf of the client without consultation, and where the work is used in an environment other than the one agreed.
The contractor does not warrant that the work is free of errors or that it operates without interruption.

Article B4. Security

During development the contractor applies security measures that are customary at the time of delivery for the type of application concerned.
Security requires maintenance. Without a maintenance arrangement as described in part C, the contractor is not responsible after delivery for updating components, remedying vulnerabilities that become known later, or monitoring the environment.
The contractor draws the client’s attention in writing to paragraph 2 on delivery.

Part C. Module for hosting, maintenance and subscriptions

This module applies alongside part A where the contractor supplies continuing services, including hosting, management, maintenance, monitoring and support.

Article C1. Term and termination

Subscriptions are entered into for twelve months and are then renewed automatically for one month at a time.
Termination is in writing, observing one month’s notice against the end of a contract period.
Amounts paid in advance for a period not used are not refunded, unless the agreement is terminated because of an attributable failure by the contractor.

Article C2. Availability

The contractor uses his best efforts to keep the service available, but does not guarantee uninterrupted availability unless the parties have agreed a service level with a method of measurement in writing.
The contractor may interrupt the service for maintenance. Planned maintenance is announced in advance where possible and carried out outside office hours.
The contractor may intervene immediately in the event of a security incident or misuse, and informs the client as soon as possible.

Article C3. Backups and data

The contractor makes backups as agreed. Without an arrangement on this point the contractor has no backup obligation.
The client remains the owner of his data.
On termination the contractor makes the client’s data available for 30 days in a common format. The contractor may charge the reasonable costs of doing so. After that period the contractor may delete the data.
The right of retention in article 10 does not apply to the data referred to in this article.

Article C4. Use of the service

The client does not use the service contrary to the law, for distributing unlawful material, or in a way that harms the service or third parties.
On breach the contractor may suspend the service. He informs the client as soon as possible, stating the reason.
Use above the agreed volume is charged at the rates applying at that time, after the contractor has informed the client.

Part D. Module for brokerage, advice and market approach

This module applies alongside part A where the contractor acts as an intermediary between the client and third parties, introduces relations or approaches market participants. It applies in particular to work under the trade name Datacenter Broker.

Article D1. Role and independence

The contractor is not a reseller and is not tied to any supplier, carrier, contractor or integrator.
Where the contractor receives a fee from a party other than the client for a given engagement, he discloses this in writing in advance. Without that disclosure he does not accept the fee.
The contractor brokers and advises. He is not a party to the agreement the client concludes with a third party and is not liable for its performance.

Article D2. Introductions and non-circumvention

An introduction means the contractor making known a relation, site, supplier or customer that was not demonstrably already known to the client at that moment.
For 24 months after an introduction the client does not enter into an agreement with the introduced party on the subject of the engagement outside the contractor, and does not use an affiliated undertaking to do so, unless the parties agree otherwise in writing.
The client may show that a party was already known to him by reporting this in writing with evidence within 10 working days of the introduction. If he does so, paragraph 2 does not apply to that party.
On breach of paragraph 2 the client forfeits an immediately payable penalty of EUR 25,000 per breach, without prejudice to the contractor’s right to full compensation or to the agreed fee, from which the penalty is deducted.

Article D3. Third-party information

The contractor supplies findings and analyses. Source data from third parties, including non-public mapping and network data, is not supplied where the rightsholder does not permit this.
The contractor does not warrant the accuracy of information originating from third parties. He states in his reporting what a finding is based on.
Price indications from third parties are not offers and do not bind those third parties.

Part E. Module for work on site

This module applies alongside part A where the contractor has technical work carried out at a data centre location, also referred to as remote hands or smart hands.

Article E1. Nature of the work

The work is carried out by the contractor or by technicians engaged by him, at a data centre location, on the instruction and for the account of the client.
The work may include installing and removing equipment, patching and labelling cabling, restarting and resetting hardware, replacing components, network diagnostics and port testing, escorting suppliers on site, and recording the situation in photographs or video.
The work is carried out on the basis of an obligation of effort.

Article E2. Obligations of the client

The client provides complete and unambiguous instructions and warrants their accuracy.
The client ensures that the necessary access to the location and to the equipment is arranged in good time.
The client is reachable remotely for consultation while the work is carried out.

Article E3. Refusal and postponement

The contractor may refuse or reschedule work where access is missing, where instructions are missing or unclear, and in circumstances that are unsafe or that make the risk of damage unacceptable. He reports this to the client immediately.

Article E4. Rates and invoicing

Rates are agreed per engagement and confirmed in writing in advance. A scale applies according to the time of day, with evenings, nights, weekends and public holidays carrying a higher rate than working days during office hours.
A minimum of 1 hour applies per visit.
Invoicing takes place after performance. By way of derogation from article 9(1), a payment period of 7 days applies here.
Objections to an invoiced action are reported within 5 working days and taken up within 24 hours of that report.

Article E5. Liability for work on site

In addition to article 13, the contractor is not liable for damage to hardware, loss of data, downtime or incorrect configuration, unless that damage results from intent or deliberate recklessness.
The client indemnifies the contractor against third-party claims arising from this work, unless the claim results from intent or deliberate recklessness on the part of the contractor.
This provision does not change the limitation on the extent of liability in article 13(2).

Terms and conditions