Terms & conditions

Contractor: BMPG B.V.. Client: the party entering into an agreement with the contractor. Agreement: any arrangement for services, including advisory, development, integration, implementation, licensing and support.

These terms apply to all quotations, assignments and agreements. The applicability of the client's purchasing or other terms is expressly rejected unless agreed otherwise in writing.

Quotations are without obligation and valid for 30 days unless stated otherwise. An agreement is formed upon written or electronic acceptance, or when work commences with the client's consent.

The contractor performs the work to the best of its ability and in line with professional standards. Unless a specific result is expressly agreed, services constitute a best-efforts obligation. Third parties may be engaged.

The client provides timely information, access, test environments, system connections and staff reasonably required. Delays or additional costs resulting from the absence thereof are for the client's account.

Stated timelines are indicative and not strict deadlines unless expressly agreed in writing.

Changes in scope, functionality or assumptions are recorded in writing, including consequences for price and planning. Work outside the agreed scope is charged on a time-and-materials basis.

The client tests delivered results within 10 working days. Absent a substantiated written rejection within that period, the result is deemed accepted. Minor defects do not preclude acceptance and will be remedied.

Prices are in euros and exclusive of VAT and travel costs unless stated otherwise. Payment terms are 30 days from invoice date. Late payment incurs statutory commercial interest and collection costs. Set-off or suspension by the client is not permitted.

All intellectual property rights in software, documentation and materials developed by the contractor remain with the contractor. Upon full payment the client obtains a non-exclusive, non-transferable, perpetual right of use for the agreed purposes. The contractor retains rights to general knowledge, methods, frameworks and reusable components. Third-party software is subject to its supplier or open-source licence terms.

Where the contractor processes personal data on behalf of the client, the parties conclude a GDPR data processing agreement. The client is responsible for the lawfulness of the data supplied.

The parties treat all confidential information received from each other strictly confidentially and use it solely for performance of the agreement. This obligation survives termination.

Defects reported within 30 days of acceptance that demonstrably deviate from the agreed specifications are remedied free of charge. The warranty lapses in case of third-party modifications, improper use or changes in the client's environment.

Liability is limited to direct damage up to the amount invoiced for the relevant assignment in the twelve months preceding the event, capped at the amount paid out by the liability insurer. Indirect damage, including consequential loss, lost profits, lost savings, data loss and business interruption, is excluded. These limitations do not apply in case of intent or wilful recklessness.

Obligations are suspended in case of force majeure, including hosting and telecom outages, cyberattacks, government measures and supplier failure. If force majeure lasts more than 60 days, either party may terminate in writing without liability.

Ongoing agreements may be terminated in writing subject to one month's notice unless agreed otherwise. Either party may terminate with immediate effect in case of insolvency or an attributable breach not remedied within a reasonable period after written notice.

During the agreement and for twelve months thereafter, neither party will employ the other's staff without prior written consent.

Dutch law applies. Disputes are submitted exclusively to the competent court in the district of the contractor's registered office, without prejudice to attempting mediation first.