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SOWEDO/Terms & Conditions

Terms and Conditions.

These terms and conditions apply to all offers, services and agreements of SOWEDO B.V.

The private limited company SOWEDO B.V. is registered with the Chamber of Commerce under number 28103508 and has its registered office at Tankval 34, (2408 ZC) Alphen aan den Rijn.

Article 1 · Definitions

In these General Terms and Conditions the following terms have the meanings set out after them, unless expressly stated otherwise:

  1. Contractor: the private limited company SOWEDO B.V., as well as all (legal) entities affiliated with it, including its operating companies.
  2. Client: the (legal) person who, whether or not on the basis of an existing cooperation agreement, purchases products and/or services from the Contractor.
  3. Terms & Conditions: these general terms and conditions of the Contractor.
  4. Service: the service performed by the Contractor.
  5. Product: the product or a licence purchased by the Client from the Contractor.
  6. Offer: all offers and quotations issued by employees of the Contractor.
  7. Assignment: the Contractor supplies products and/or services to the Client, at the Client's request, on agreed terms, prices and delivery conditions.
  8. Employee/personnel: the personnel and/or third parties (for example self-employed contractors) engaged by the Contractor to work for the Client in accordance with the assignment.
  9. Agreement: every agreement and other obligations between the Client and the Contractor, of which these general terms and conditions form an inseparable whole.
  10. Assignment specification: an integral part of the agreement in which the scope, content, requirements and conditions of a specific assignment are set out.
  11. Advisory/Consultancy: services in which a consultant of the Contractor contributes to identifying, analysing and solving issues at the Client.
  12. Hosting: services in which the Contractor makes storage space, computing power and network connections available, including management, data storage, security and technical support.
  13. Software: the whole of computer programs, software, applications, websites, online services and associated documentation that the Contractor makes available, including agreed updates and upgrades.
  14. Party(ies): the Contractor and/or the Client.

Chapter 1 · General provisions

Article 2 · Applicability

  1. These general terms and conditions apply to all offers and agreements under which the Contractor supplies goods and/or services to the Client.
  2. Deviations are only valid if agreed in writing.
  3. Purchasing and/or other conditions of the Client and third parties affiliated with the Client are excluded, unless agreed otherwise.
  4. If the Contractor supplies products or services of third parties, the conditions of those third parties apply, provided they are communicated in advance.
  5. If a provision is invalid, the remaining conditions remain in force and a replacement provision is determined in consultation.
  6. In the event of conflicts, what is stated in these terms and conditions prevails, unless agreed otherwise in writing.
  7. The Contractor may amend these terms and conditions unilaterally. Amendments take effect 14 days after notification. In the event of material consequences, the Client may terminate in writing within 30 days.

Article 3 · Formation of the agreement

  1. All offers and quotations are without obligation, unless agreed otherwise. A quotation is valid for 30 days by default.
  2. Quotations are based on information provided by the Client; the Client ensures correct and complete provision.
  3. Quotations and rates apply solely to the original assignment, not automatically to repeat orders or new assignments.
  4. For an assignment without a prior quotation, the Contractor is only bound after written confirmation.
  5. The Contractor is not obliged to supply part of the services for a proportionate part of the price.
  6. Provided quotations, plans, software and documents remain the property of the Contractor and may not be given to third parties or reproduced without permission.
  7. Sending quotations does not oblige the Contractor to accept an assignment; assignments may be refused without stating reasons.
  8. Rates are in euros and exclusive of VAT and other levies, unless stated otherwise.
  9. In the event of rising cost-price factors, the Contractor may adjust prices; a price change is announced at least one month in advance.

Article 4 · Duration, dissolution and termination

  1. An agreement applies for the agreed period; if nothing is agreed, a term of one year applies with tacit renewal, unless terminated in writing no later than three months before the end.
  2. In the event of a material shortcoming, the other party may terminate the agreement, after written notice of default and an opportunity to remedy.
  3. Work already performed and the associated payment obligations remain in force.
  4. For an agreement for an indefinite period, a notice period of 6 months applies. An agreement for a fixed period cannot be terminated prematurely.
  5. In the event of bankruptcy, suspension of payments or business closure, the other party may terminate immediately.
  6. After termination, data is kept in accordance with statutory periods and then deleted or anonymised.

Article 5 · Changes and additional work

  1. Additional work outside the original agreement is charged separately at the agreed or usual rates; a supplementary written agreement may be required.
  2. Additional work may affect the schedule or delivery date; the Contractor will then provide a new deadline.
  3. In the case of a fixed price, the Contractor informs the Client in good time of the financial consequences on request.

Article 6 · Price and payment

  1. All rates are exclusive of VAT and other levies; amounts in euros.
  2. Estimates are indicative, unless a fixed price has been agreed in writing.
  3. The Contractor may adjust rates annually; changes are announced in writing.
  4. If the Client consists of several (legal) persons, each is jointly and severally liable.
  5. The Contractor's records serve as evidence, subject to proof to the contrary.
  6. Payment takes place within the agreed period or otherwise within 30 days of the invoice date.
  7. Any objection to an invoice must be made in writing and with reasons within five days.
  8. A dispute does not suspend the payment obligation.
  9. In the event of late payment, the Client is in default by operation of law, statutory commercial interest and extrajudicial collection costs are due, and legal costs are for the Client's account.

Article 7 · Liability

  1. The Contractor is only liable in the event of a demonstrable and attributable shortcoming and solely for substitute compensation, save in the case of intent or wilful recklessness.
  2. The Contractor is never liable for indirect damage such as loss of profit or turnover, missed savings, reputational damage or data loss.
  3. Any liability is limited to the invoice amount over the period in which the damage arose.
  4. The Contractor is insured (general and professional liability); a payout by the insurer constitutes full and final compensation.
  5. The Contractor is not liable for loss or incorrect storage of data logged in the Client's systems.
  6. The Client complains in writing about a defect within five working days of discovery, on penalty of forfeiture of the right of action.

Article 8 · Force majeure

  1. Neither party is obliged to perform in the event of force majeure, including malfunctions, fire, natural disasters, government measures, epidemics, war, labour disputes or shortcomings of suppliers.
  2. If the force majeure lasts longer than sixty days, either party may terminate in writing; work already performed is settled proportionately.
  3. In the event of force majeure on the part of the Contractor, its obligations are suspended; work already performed may be invoiced proportionately.

Article 9 · Confidentiality and privacy

  1. The parties treat confidential data strictly confidentially and use it only for the performance of the agreement or where legally obliged.
  2. Personal data is processed in accordance with applicable laws and regulations.
  3. Each party remains responsible for its own processing; in the case of joint processing, separate arrangements are made (data processing agreement).
  4. The Client is responsible for the lawful use of data and indemnifies the Contractor against claims by third parties.
  5. Costs of legally required disclosures may be passed on to the Client.
  6. Personal data is not kept longer than necessary, in accordance with the GDPR.
  7. The Contractor's privacy statement applies to the processing.

Article 10 · Integrity and conflicts of interest

  1. The parties do not offer, request or accept bribery or unlawful advantages.
  2. The parties avoid (the appearance of) conflicts of interest and report a potential conflict in writing without delay.
  3. In the event of a breach, the other party may terminate the agreement immediately without compensation.

Article 11 · Security

  1. Where security measures have been agreed, the written specifications apply; otherwise an appropriate level according to the state of the art. The Contractor does not guarantee effectiveness under all circumstances.
  2. Access codes and certificates are confidential and solely for authorised personnel; the Client manages the authorisations.
  3. For the security of software not supplied by the Contractor, the Client provides the necessary licences and indemnifies the Contractor.
  4. The Contractor may provide measures and instructions; if these are not followed, the Contractor is not liable.
  5. The Client secures its own systems and keeps them secure.
  6. The Contractor may take technical or organisational protection measures that may not be circumvented.

Article 12 · Transfer of risk

  1. The risk of loss, theft or damage to goods, software, data or documents supplied passes to the Client as soon as these actually come under its control.

Article 13 · Intellectual property

  1. All intellectual property rights in software, websites, documentation, designs and material developed or made available rest with the Contractor or its licensors; the Client acquires only a non-exclusive, non-transferable right of use.
  2. Transfer of rights only takes place if expressly agreed in writing and does not affect the Contractor's right to underlying knowledge and methods.
  3. The Client does not remove or change any indications of intellectual property rights.
  4. The Contractor indemnifies the Client against third-party claims for infringement by material developed by the Contractor, subject to conditions.
  5. The Client warrants the material it supplies and indemnifies the Contractor.
  6. Data conversion only takes place if agreed in writing.
  7. The Contractor may name the Client as a reference, unless the Client explicitly objects.

Article 14 · Information and cooperation obligations

  1. The Client is responsible for the accuracy and completeness of data, designs and specifications provided.
  2. The Client bears the risk of the selection of products or services; details stated are not binding unless confirmed in writing.
  3. For work on location, the Client provides a safe workplace and adequate facilities in good time and free of charge.
  4. The Client ensures a safe working environment and indemnifies the Contractor against claims arising from unsafe situations.
  5. The Client is responsible for the correct use, management and instruction of products and services supplied.
  6. The Client itself provides the necessary equipment, infrastructure and supporting software.
  7. Employees of the Client at the Contractor's location are bound to confidentiality, also after the cooperation.

Article 15 · Back-up

  1. If the service includes back-ups, these are made according to the agreed frequency or otherwise at the Contractor's discretion.
  2. Back-ups are kept for the agreed or statutory period.
  3. The Contractor keeps back-ups with due care.
  4. The Client remains responsible for its own administration and retention obligations.

Article 16 · Prohibition on taking over personnel

  1. The Client does not employ any of the Contractor's employees involved in the assignment without written permission.
  2. In the event of a breach, an immediately payable penalty of 28% of the annual salary plus emoluments is due per breach, without prejudice to the right to compensation.
  3. This prohibition applies during the assignment and for twelve months thereafter.

Article 17 · Transfer of rights and obligations

  1. The Client does not transfer rights and obligations to third parties without written permission.
  2. The Contractor may, however, transfer or pledge payment claims.

Article 18 · Performance

  1. The Contractor performs services with due care on the basis of a best-efforts obligation, unless a result has been expressly promised.
  2. The Contractor is not liable for misuse of access codes, save in the case of intent or wilful recklessness of the management.
  3. The Contractor may engage third parties, including hosting, cloud and software suppliers.
  4. The Contractor remains responsible for its own obligations.
  5. The Contractor is not liable for shortcomings of third parties outside its control; with the Client's explicit consent, that liability lapses.
  6. Instructions that change the scope of the services are invoiced as additional work.

Article 19 · Service Level Agreement

  1. SLA arrangements are recorded exclusively in writing; the Client reports relevant circumstances without delay.
  2. Availability is measured excluding announced maintenance and circumstances beyond the Contractor's control; the measurement serves as evidence, subject to proof to the contrary.

Article 20 · Applicable law and disputes

  1. Dutch law applies exclusively to all agreements; the 1980 Vienna Sales Convention is excluded.
  2. Disputes are submitted to the competent court in the Midden-Nederland district.

Chapter 2 · Secondment services

These provisions apply, in addition to the general provisions, if SOWEDO makes employees available to work under the direction and supervision of the Client.

Article 21 · Nature of the services

  1. The Contractor makes available the employee named in the assignment specification; the results are at the Client's risk.
  2. Deployment for other work or on-hiring to third parties is only permitted with written permission.
  3. The Contractor endeavours to keep the employee available and may, after consultation, replace them with someone of comparable qualifications.
  4. Replacement may be requested in the event of insufficient quality or prolonged absence; payment obligations for work performed remain in force.
  5. These terms and conditions apply to the assignment specification; in the event of conflict, the agreement prevails.

Article 22 · Duration

  1. The term is stated in the assignment specification; if nothing is agreed, an indefinite period applies with a notice period of one calendar month.
  2. Renewal takes place through a new agreement or tacitly under the same conditions, with any annual indexation.

Article 23 · Working hours and working conditions

  1. Working and rest times are equal to those of the Client, who ensures compliance with laws and regulations.
  2. The Client informs in good time of any (temporary) closure.
  3. The Client is responsible for safety at the workplace.

Article 24 · Leave and replacement

  1. The Contractor may replace personnel without increasing the hourly rates; where possible the same persons for continuity.
  2. In the event of illness lasting longer than ten working days, the Contractor endeavours to arrange replacement.
  3. Replacement personnel have comparable expertise; onboarding time in consultation.
  4. The Contractor may deploy third-party services.

Article 25 · Liability for secondment

  1. The Contractor is responsible for the remittance of wage tax and contributions and indemnifies the Client for this, subject to conditions.
  2. The Contractor is not liable for the quality of results produced under the Client's direction.
  3. For work outside the Contractor's office, the Client is responsible for wellbeing, safety and occupational health and safety compliance.
  4. If personnel suffer damage for which the Client is liable (Article 7:658(4) of the Dutch Civil Code), the Client compensates this damage and reasonable costs.

Article 26 · Fees

  1. The rate is charged on the basis of the hourly rate, unless a fixed price has been agreed.
  2. Surcharges apply for overtime: Mon–Fri 18:00–24:00 +25%, Mon–Fri 00:00–08:00 +50%, Sat and Sun +100%, public holidays and the day after +200%.
  3. Rates are exclusive of commuting; travel hours count as hours spent unless agreed otherwise.

Article 27 · Time registration

  1. Personnel register the hours worked in the Contractor's system, approved by the Client.
  2. Any exceeding of the agreed hours is reported.

Article 28 · Invoicing

  1. The Contractor invoices monthly on the basis of the approved time records.

Article 29 · No employment of personnel

  1. The Client does not enter into an employment relationship with personnel made available without written permission.
  2. In the event of a breach, the penalty of Article 17.2 is due.
  3. If an employment contract is desired within two years of the making-available, the Contractor is informed in good time.

Chapter 3 · Advisory and consultancy

Article 30 · Performance

  1. The lead time depends on, among other things, the quality of the data provided and is not guaranteed in advance, unless agreed otherwise in writing.
  2. Services take place on the Contractor's usual working days and hours.
  3. The use of advice and reports is at the Client's risk.
  4. Without permission, the Client does not provide information about working methods, methods or the content of advice to third parties.

Article 31 · Reporting

  1. The Contractor reports periodically in writing on progress.
  2. The Client reports all relevant circumstances in good time.
  3. The Client ensures distribution and assessment within its own organisation.

Chapter 4 · Hosting

Article 32 · Hosting services

  1. The Contractor performs the agreed hosting services.
  2. The Client does not exceed the conditions; exceeding leads to additional costs.
  3. The Client is responsible for the management of the hosting service.
  4. Back-up, failover and recovery services only if agreed in writing.
  5. The Contractor may temporarily take the hosting out of use for maintenance, preferably outside office hours.
  6. For domain names, the rules of the relevant bodies apply; the Contractor does not guarantee allocation.

Article 33 · Notice-and-Take-Down

  1. The Client respects the rights of third parties; unlawful acts and criminal offences are prohibited.
  2. The Contractor may take measures, including removing data or restricting access, and may terminate the agreement immediately.
  3. The Contractor is not required to take a position on disputes between the Client and third parties.

Chapter 5 · Software

Article 34 · Right of use and restrictions

  1. The Contractor grants a non-exclusive, non-transferable and non-sublicensable right of use for the term.
  2. The right of use concerns the object code; source code only if agreed in writing.
  3. Where development costs are fully borne by the Client, different rights may apply.
  4. The Contractor is not obliged to provide utility software, maintenance or support unless agreed.
  5. The Client uses the software only within its own organisation and for the intended purpose.
  6. In the event of malfunctions, the software may temporarily be used on comparable equipment.
  7. The Client does not remove technical protection measures.
  8. The Contractor may check compliance with usage restrictions.
  9. The agreement is not a purchase agreement and does not confer ownership.

Article 35 · Delivery and installation

  1. Delivery physically or online, in the format determined by the Contractor and the determined language of the documentation.
  2. Installation by the Contractor only if agreed; otherwise the Client is responsible.
  3. In the case of hosting by the Contractor, on its own systems; otherwise delivery on a carrier or online.

Article 36 · Acceptance

  1. Without an acceptance test, the software is accepted in the state of delivery, without prejudice to warranty.
  2. In the case of an acceptance test, the written specifications serve as the standard.
  3. The test period is fourteen days; no productive use during the test.
  4. The Client tests with qualified personnel and sufficient depth.
  5. Acceptance takes place at the end of the test period or upon earlier operational use.
  6. Errors are reported within the test period in writing and reproducibly.
  7. Acceptance is not withheld on account of minor errors that do not impede normal use.
  8. In the case of phased delivery, non-acceptance of one phase does not affect earlier phases.
  9. Acceptance releases the Contractor from further delivery and installation obligations, without prejudice to warranty.

Article 37 · Making available

  1. The Contractor makes the software available within a reasonable period.
  2. After termination, the Client returns or destroys all copies and confirms this in writing.
  3. The Contractor is not obliged to assist with data conversion afterwards.

Article 38 · Right-of-use fee

  1. The fee is due at the agreed times, upon delivery or at the start of each new term respectively, or after installation upon its completion.

Article 39 · Changes to the software

  1. The Client does not change the software without written permission; changes are at its own risk.

Article 40 · Warranty

  1. The Contractor does not guarantee compatibility with all browsers or equipment, nor error-free and uninterrupted operation.
  2. Errors reported within three months of delivery or acceptance are remedied within a reasonable period free of charge.
  3. Repair costs may be charged in the event of user errors or unauthorised modification.
  4. Repair takes place in the manner determined by the Contractor; temporary solutions are possible.
  5. The Contractor is not obliged to restore lost or corrupted data.
  6. After the warranty period, the Contractor is not obliged to remedy errors.

Article 41 · Software from suppliers

  1. For third-party software, the licence conditions of those third parties apply, provided they are supplied in advance.
  2. If those conditions do not apply, these general terms and conditions remain in full force.

Article 42 · Development of software/website

  1. The parties agree in writing what is developed and how.
  2. The Contractor develops with care according to the agreed specifications.
  3. With iterative methods (such as Scrum), specifications may change during the project; the Client ensures active involvement.
  4. With an iterative method, the standard acceptance and warranty articles do not apply; delivery 'as is' after the final phase.
  5. Development starts within a reasonable period.
  6. The Client makes facilities available on request outside regular hours.
  7. A content management system is not included unless agreed.
  8. Maintenance and support are not included unless agreed and are invoiced separately.

Article 43 · Development fee

  1. Without a payment schedule, amounts are due per calendar month in arrears.
  2. The development price includes the right of use for the term.
  3. Utility software, installation, modifications, maintenance and support are not included.

Chapter 6 · Artificial Intelligence (A.I.)

Article 44 · Use of artificial intelligence

  1. The Contractor may use A.I. applications in its services, provided they are appropriate for the agreed results.
  2. The deployment of A.I. takes place with due regard for applicable laws and regulations and the state of the art.
  3. The Contractor is not liable for damage arising from the use of A.I., save in the case of intent or wilful recklessness of the management.
  4. The Client remains responsible for its own use, configuration and interpretation of results.
  5. A.I. on (personal) data of the Client is only permitted where the AI Act and GDPR are complied with and after prior written permission.

For questions about these terms and conditions, you can get in touch via our contact page.