Article 1 - General
Social Brothers BV, located in Utrecht, Chamber of Commerce number 91110033, is referred to in these general terms and conditions as the Contractor. The other party to the Contractor is referred to as the Client. The parties are jointly referred to as the Contractor and the Client. The "agreement" refers to the agreement for services between the parties.
Article 2 - Definitions
In these Terms and Conditions, the following capitalized terms are used in both the singular and plural. These terms are defined as follows:
Services: The services to be provided by the Contractor to the Client under the Agreement, including, where applicable, the results of services;
IP 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 neighbouring rights, as well as rights to know-how and one-line performances;
Client: The natural or legal person who has concluded or will conclude an Agreement with the Contractor
Personal data: Any information relating to an identified or identifiable natural person, as referred to in Article 4 paragraph 1 of the General Data Protection Regulation (GDPR)
Article 3 - Applicability
These terms and conditions apply to all quotations, offers, work, agreements, and deliveries of services or goods by or on behalf of the Contractor. Deviations from these terms and conditions are only permitted in writing and by mutual consent. The agreement contains only best-efforts obligations for the Contractor, unless expressly agreed otherwise in writing. If the Client, upon accepting a quotation or concluding an agreement, refers to its own general terms and conditions, or declares other terms and conditions applicable, their applicability is explicitly rejected.
Article 4 – Offers and quotations
Contractors' offers are valid for a maximum of one month, unless otherwise stated. Offers are indicative and do not entitle the client to compensation or termination if the deadline is exceeded, unless otherwise agreed in writing. Offers do not automatically apply to follow-up orders.
Article 5 – Prices and price changes
Unless otherwise stated, prices are exclusive of VAT and other charges. The Contractor may change prices if unforeseen cost increases occur. For services rendered, the Contractor's regular hourly rate applies, unless a fixed price has been agreed upon. If a target price is provided, it may be exceeded by up to 10%. In the event 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 trends. 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 perspective.
Article 7 – Provision of information by Client
The Client shall provide all necessary information, data, and documents in a timely manner. The Client guarantees the accuracy and completeness of this information. Any damages resulting from incomplete or incorrect information shall be borne by the Client.
Article 8 – Implementation and involvement of third parties
The Contractor will carry out the assignment to the best of its ability and may engage third parties. Work commences after written approval and, if agreed upon, after payment of a deposit. It is the Client's responsibility to ensure that the Contractor can start on time.
Article 9 – Duration and amendment of the agreement
The agreement is valid for an indefinite period unless otherwise agreed in writing. An agreed term is never final. Amendments to the agreement must be made in writing and in consultation. The Contractor will inform the Client of any consequences for price or schedule.
Article 10 - Force majeure
There is no attributable failure to comply with the agreement in the event of force majeure. The Contractor is not liable for shortcomings due to force majeure. Force majeure includes, but is not limited to: interruptions in the electricity supply, strikes, riots, government measures, fire, natural disasters, floods, shortcomings of the Parties' suppliers, shortcomings of third parties engaged by the Parties, internet connection disruptions, hardware failures, disruptions in (telecommunications) networks, and other unforeseen circumstances. Obligations are suspended for as long as the force majeure continues. If the force majeure lasts longer than 30 days, the parties may terminate the agreement in writing. In the event of force majeure, the Contractor is not liable for any damages.
Article 11 - Payment
Invoices must be paid within 14 days, without suspension or offset. Failure to pay on time will automatically place the Client in default. The Contractor may suspend work and charge collection costs, interest, and damages. In the event of bankruptcy or suspension of payments, all claims are immediately due and payable.
Article 12 – Data processing
If the Contractor processes personal data on behalf of the Client in the performance of the agreement, the parties will enter into a written data processing agreement prior to processing that complies with Article 28 of the GDPR. This data processing agreement will, at a minimum, govern the nature and purpose of the processing, the categories of personal data and data subjects involved, the security measures, any involvement of subprocessors, the duration of the processing, and the rights of data subjects.
To the extent and as long as no processing agreement has been concluded, the Contractor will not process personal data for the Client other than is strictly necessary for the initial contact and the performance of preparatory work.
Article 13 – Termination and cancellation
The Client may terminate the agreement with three months' notice, effective on the first day of the following calendar month. The Contractor may terminate with 14 days' notice. Obligations that by their nature continue to exist will remain in force after termination.
Article 14 – Transfer and exit
The Contractor is not obligated to transfer data, documentation, or systems upon termination, unless otherwise agreed in writing. Support during transfer is provided at an hourly rate. The Client is responsible for timely backups and preparations for termination.
Article 15 – Contractor Liability
- The Contractor shall not be liable for damages unless there is intent or deliberate recklessness.
- The Contractor shall never be liable for indirect damage, consequential damage, loss of profit, loss of data, business stagnation 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.
- Client indemnifies Contractor against all claims from third parties.
Article 16 – Client Liability
The Client is fully responsible for the use of the services provided, any incorrect provision of information, and their use in critical processes. The Client will take appropriate measures and obtain adequate insurance.
Article 17 – Indemnity
The Client indemnifies the Contractor against all claims from third parties, such as in the area of intellectual property, privacy, data loss or damage resulting from the use of the services provided.
Article 18 - Intellectual property
The Contractor retains ownership of all intellectual property rights to the generic software components developed under the agreement, such as underlying frameworks, libraries, development methods, and reusable modules. The Client is granted only the right of use described in these terms and conditions.
Contractor grants Client an exclusive, non-transferable and non-sublicensable right to use the works delivered under the agreement solely for Client's own business purposes.
By way of exception to the foregoing, the intellectual property rights to those components of the software that have demonstrably been developed specifically and exclusively for the Client ("Custom Code") shall vest in the Client upon full payment of all related invoices. The Contractor hereby transfers these rights to the Client in advance, subject to the condition precedent that the Client has paid in full.
To the extent that the Custom Code contains open-source components or third-party software, or components that the Contractor has previously developed independently of the assignment, the Client does not acquire any ownership rights thereto, but rather a right of use in accordance with the applicable (third-party) license conditions.
Article 19 - Confidentiality
Both parties are obligated to maintain confidentiality of confidential information. This obligation applies for the duration of the agreement and for three years thereafter. The penalty for violation is €25.000 per violation plus €5.000 per day for as long as the violation continues.
Article 20 – Non-takeover of personnel
The Client may not employ or directly or indirectly deploy any personnel of the Contractor during the collaboration and for up to one year thereafter, unless otherwise agreed in writing.
Article 21 – AI, open source and external components
The Contractor is authorized to use third-party AI tools, open-source software, frameworks, and APIs. The Contractor is not liable for any damage or defects resulting from these components, unless there is intent or deliberate recklessness.
Article 22 – Software development: specific provisions
22.1 Working method in sprints
The Contractor works based on an iterative development process with sprints. Each sprint concludes with a (partial) delivery that is subject to acceptance by the Client. If no objections are raised within 7 days of delivery, the work is deemed approved.
22.2 Maintenance, SLA and management
Maintenance, updates, support or management are not part of the agreement, unless recorded in writing in a separate SLA.
22.3 Security and business-critical use
The Contractor applies state-of-the-art security measures but does not guarantee complete protection. When deploying 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 endeavor to resolve disputes first through consultation or mediation. This agreement is governed exclusively by Dutch law. Disputes will be submitted to the competent court in the district where the Contractor is established. The Contractor disclaims liability for damages arising from dispute proceedings, except in cases of intent or deliberate recklessness.
These terms and conditions apply from: January 1, 2026