Terms & Conditions

In these Terms the following definitions apply:

Verulon

Verulon B.V., registered with the KvK Rotterdam.

Client

The natural or legal person who engages Verulon for services.

Agreement

Any agreement concluded between Verulon and Client.

Services

All work performed by Verulon, including software development, hosting and consultancy.

Confidential Information

All information designated as confidential or that by its nature is confidential.

2.1 These Terms apply to all offers and Agreements, unless expressly agreed otherwise in writing.

2.2 Applicability of the Client’s general terms and conditions is explicitly excluded.

2.3 Deviations from these Terms are only valid if agreed in writing.

3.1 All quotations from Verulon are without obligation and valid for 30 days, unless stated otherwise.

3.2 An Agreement is concluded when Verulon confirms the Client’s acceptance in writing.

3.3 Prices in quotations are exclusive of VAT and other government levies, unless stated otherwise.

4.1 Verulon performs services to the best of its ability (best efforts obligation).

4.2 Verulon is entitled to engage third parties in the performance of the Agreement, without prior consent of the Client being required.

4.3 The Client ensures that all information and materials necessary for the performance of services are provided to Verulon in a timely manner.

5.1 The Client shall provide all necessary cooperation for the timely performance of the Agreement.

5.2 The Client appoints a contact person who is authorised to make decisions.

5.3 Delays resulting from late cooperation by the Client are for the account of the Client.

6.1 Rates are stated in the Agreement or quotation. Annual indexation may be applied.

6.2 Invoices are payable within 30 days of invoice date.

6.3 In case of late payment, the Client owes statutory commercial interest. If Verulon engages a collection agency, the Client owes all extrajudicial collection costs.

6.4 Verulon may suspend services in case of non-payment after a notice of default.

7.1 Upon full payment, the Client acquires ownership of the specifically for the Client developed deliverables, including source code.

7.2 Existing software, frameworks and libraries developed by Verulon remain the property of Verulon. The Client receives a non-exclusive, perpetual licence for use within the scope of the Agreement.

7.3 The Client may not sublicence, sell or otherwise transfer the licence without Verulon’s written consent.

8.1 Both parties undertake to keep all Confidential Information strictly secret and not to disclose it to third parties.

8.2 This obligation continues for 3 years after termination of the Agreement.

8.3 Verulon processes personal data solely in accordance with the data processing agreement concluded with the Client.

9.1 Verulon acts as processor within the meaning of the GDPR for personal data processed on behalf of the Client.

9.2 A data processing agreement that complies with the requirements of the GDPR will be concluded.

9.3 Verulon processes data exclusively on servers located in the Netherlands, under Dutch and EU jurisdiction.

9.4 Verulon maintains appropriate technical and organisational security measures (ISO 27001 standard).

10.1 Verulon’s liability for direct damage is limited to the amount paid by the Client in the 12 months preceding the claim, with a maximum of €50,000 per event.

10.2 Verulon is never liable for indirect damage, including loss of profit, consequential damage, loss of data and third-party claims.

10.3 These liability limitations do not apply in the event of intent or gross negligence.

10.4 Any liability claim lapses 12 months after the discovery of the damage.

11.1 Neither party is obliged to fulfil obligations if prevented by force majeure.

11.2 Force majeure includes: network outages, government measures, natural disasters and other circumstances beyond the control of a party.

11.3 If the force majeure situation continues for more than 60 days, both parties have the right to terminate the Agreement.

12.1 Both parties may terminate the Agreement prematurely in writing if the other party is in material breach and fails to remedy the breach within 30 days of written notice.

12.2 In the event of bankruptcy or suspension of payments of the other party, immediate termination is possible.

12.3 In the event of termination, fees for work already performed are immediately due and payable.

13.1 These Terms and all Agreements are governed exclusively by Dutch law.

13.2 All disputes arising from or related to these Terms or the Agreement will be submitted exclusively to the District Court of Rotterdam (Rechtbank Rotterdam).

13.3 The Vienna Sales Convention (CISG) does not apply.

14.1 Verulon reserves the right to amend these Terms.

14.2 Amendments will be communicated to existing Clients at least 30 days in advance.

14.3 If the Client does not agree to an amendment, the Client may terminate the Agreement before the amendment takes effect.