Terms & Conditions

Acendae B.V.

Version: July 2026

Agreement: Any agreement, proposal, quotation, statement of work, service agreement, or other arrangement entered into between Acendae and the Client regarding the provision of Services.

Client: The natural person, company, organisation, or legal entity that enters into an Agreement with Acendae.

GTC: These General Terms and Conditions of Acendae B.V.

Acendae: Acendae B.V., a company incorporated under the laws of the Netherlands, including its affiliated entities and authorised representatives involved in delivering Services.

Parties: Acendae and the Client collectively.

Services: All services provided by Acendae, including but not limited to:

• Software development
• Web and application development
• UX/UI design
• IT consultancy
• Digital transformation services
• Software maintenance and support
• Cloud and technology solutions
• Talent outsourcing and technology staffing services
• Related digital products and professional services

Deliverables: All outputs created or provided by Acendae as part of the Services, including software, source code, designs, documents, reports, digital assets, configurations and other materials.

Intellectual Property Rights: All intellectual property rights, including copyrights, trademarks, patents, database rights, design rights, trade secrets and related rights.

Third-Party Services: External software, platforms, hosting providers, APIs, licences, cloud services, tools, frameworks and other third-party products used in connection with the Services.

Personal Data: Any information relating to an identified or identifiable natural person as defined under applicable data protection legislation, including the General Data Protection Regulation (GDPR).

2.1 These GTC apply to all quotations, proposals, Agreements and Services provided by Acendae unless explicitly agreed otherwise in writing.

2.2 Any purchasing conditions or other terms issued by the Client shall not apply unless Acendae has expressly accepted them in writing.

2.3 If any provision in an Agreement conflicts with these GTC, the provisions of the Agreement shall prevail.

2.4 These GTC apply to Acendae B.V. and any affiliated entities involved in performing Services.

2.5 The Client accepts the applicability of these GTC by entering into an Agreement with Acendae.

3.1 All quotations and proposals issued by Acendae are non-binding unless explicitly stated otherwise.

3.2 An Agreement becomes effective when:

• The Client accepts Acendae's quotation or proposal
• Both Parties sign a written Agreement
• Acendae begins performing the Services following Client approval

3.3 Changes to the scope, requirements, specifications, or Deliverables may affect timelines and pricing.

3.4 Acendae reserves the right to refuse requests that are unlawful, unethical, technically impossible, or outside its expertise.

4.1 Acendae shall perform Services with reasonable skill, care and professionalism in accordance with applicable industry standards.

4.2 Unless explicitly agreed otherwise, Acendae's obligations are obligations of best effort and do not constitute a guarantee of specific results.

4.3 Project timelines and delivery dates provided by Acendae are estimates unless explicitly confirmed as fixed deadlines.

4.4 Acendae may use employees, contractors, partners, or affiliated companies to perform Services.

4.5 Acendae shall determine the manner in which Services are performed, taking reasonable consideration of Client requirements.

5.1 The Client shall provide Acendae with all information, access, materials, approvals, credentials and cooperation necessary for proper execution of Services.

5.2 The Client is responsible for ensuring that information and materials supplied to Acendae are complete, accurate and legally permitted for use.

5.3 The Client shall provide timely feedback and approvals required for project progress.

5.4 Any delay caused by failure of the Client to meet its responsibilities may result in adjusted delivery timelines and additional costs.

6.1 Acendae shall deliver Services and Deliverables according to the agreed scope.

6.2 The Client shall inspect Deliverables within 14 calendar days after delivery.

6.3 A Deliverable shall be deemed accepted if:

• The Client confirms acceptance
• The Client uses the Deliverable commercially
• The Client does not submit a written objection within 14 days.

6.4 After acceptance, Acendae shall only be responsible for defects covered under an applicable maintenance or warranty agreement.

6.5 Minor defects that do not materially affect usability shall not prevent acceptance.

7.1 Requests outside the agreed scope shall be considered additional work.

7.2 Additional work may include:

• New features
• Additional designs
• Additional development hours
• Requirement changes
• Third-party integrations

7.3 Acendae shall inform the Client of expected additional costs where reasonably possible.

7.4 Acendae is not obligated to perform additional work until agreed by both Parties.

8.1 All prices are stated in Euros unless otherwise agreed.

8.2 Prices exclude VAT and other applicable taxes.

8.3 Invoices shall be issued according to the payment schedule stated in the Agreement.

8.4 Unless otherwise agreed, invoices must be paid within 30 calendar days from the invoice date.

8.5 The Client may only dispute an invoice within 14 days after receipt, providing written justification.

8.6 Failure to pay invoices on time may result in:

• Statutory interest under Dutch law
• Recovery costs
• Suspension of Services

9.1 Acendae may use third-party software, platforms, hosting providers, APIs and technology services.

9.2 Third-party services may be subject to separate terms and conditions.

9.3 Acendae is not responsible for failures, downtime, or changes caused by third-party providers.

9.4 The Client accepts that availability and functionality of third-party services may change independently of Acendae.

10.1 Each Party retains ownership of its existing Intellectual Property Rights.

10.2 All Intellectual Property Rights developed specifically for the Client shall be transferred or licensed according to the Agreement and only after full payment has been received.

10.3 Acendae retains ownership of:

• Internal tools
• Frameworks
• Libraries
• Development methods
• Templates
• Technical knowledge
• Reusable components

10.4 Third-party technologies remain subject to their own licence conditions.

11.1 Both Parties shall treat all confidential information received from the other Party as strictly confidential.

11.2 Confidential information includes, but is not limited to:

• Business information
• Technical information
• Product information
• Customer information
• Financial information
• Project documentation
• Source code
• Internal processes

11.3 Confidential information may only be shared with employees, contractors, advisors, or representatives who require access for the performance of the Agreement.

11.4 Each Party shall take reasonable measures to protect confidential information from unauthorised access, disclosure, or misuse.

11.5 The confidentiality obligations shall remain effective after termination of an Agreement.

11.6 Upon request or termination of an Agreement, each Party shall return or delete confidential information belonging to the other Party, unless retention is required by law.

12.1 Acendae processes Personal Data in accordance with applicable data protection laws, including:

• The General Data Protection Regulation (GDPR)
• The Dutch GDPR Implementation Act (Uitvoeringswet AVG)
• Other applicable privacy legislation

12.2 Where Acendae acts as a data processor on behalf of the Client, the Parties may enter into a Data Processing Agreement in accordance with Article 28 of the GDPR.

12.3 Acendae shall only process Personal Data to the extent necessary for providing the Services.

12.4 Acendae shall implement appropriate technical and organisational security measures to protect Personal Data against:

• Unauthorised access
• Loss
• Destruction
• Alteration
• Unlawful processing

12.5 Acendae may engage third-party processors or service providers where necessary for delivering Services.

12.6 Acendae remains responsible for ensuring that approved subprocessors provide appropriate levels of data protection.

12.7 If a Personal Data breach occurs that affects Client data, Acendae shall notify the Client without unreasonable delay where legally required.

13.1 Acendae may use Artificial Intelligence (AI), automation tools and other emerging technologies to support the delivery of Services.

13.2 AI technologies may be used for activities including:

• Software development assistance
• Code optimisation
• Research
• Testing
• Design support
• Content generation
• Workflow improvement

13.3 AI-generated outputs may require human review, testing and validation before being incorporated into final Deliverables.

13.4 Acendae shall take reasonable measures to ensure responsible use of AI technologies while delivering Services.

13.5 The Client acknowledges that AI technologies may have limitations, including potential inaccuracies or unexpected outputs.

14.1 Support and maintenance services shall only be provided where included in the Agreement.

14.2 Acendae does not guarantee uninterrupted availability of websites, applications, software, or digital platforms unless explicitly agreed through a Service Level Agreement (SLA).

14.3 Acendae shall make reasonable efforts to resolve reported issues within agreed support arrangements.

14.4 Acendae shall not be responsible for interruptions caused by:

• Internet service providers
• Hosting providers
• Cloud platforms
• Third-party software providers
• Client infrastructure
• External cybersecurity incidents

15.1 Acendae shall only be liable for direct damages resulting from a demonstrable failure to perform its contractual obligations.

15.2 Direct damages include only:

• Reasonable costs required to correct Acendae's failure
• Direct physical damage caused by Acendae
• Reasonable costs incurred to prevent further direct damage

15.3 Acendae shall not be liable for indirect damages, including:

• Loss of profits
• Loss of revenue
• Loss of business opportunities
• Loss of reputation
• Loss of anticipated savings
• Business interruption
• Loss or corruption of data

15.4 Acendae's total liability shall be limited to the amount invoiced and paid by the Client during the six months preceding the event causing the damage.

15.5 If no payment has been made during that period, liability shall be limited to a maximum amount of €10,000.

15.6 The limitations of liability shall not apply where limitation is prohibited under mandatory Dutch law.

16.1 Acendae shall not be liable for failure or delay caused by circumstances beyond its reasonable control.

16.2 Force majeure events include, but are not limited to:

• Natural disasters
• Government measures
• Cybersecurity incidents
• Internet failures
• Telecommunications failures
• Power outages
• Pandemics
• Labour disputes
• Third-party service interruptions
• Cloud or hosting provider failures

16.3 If a force majeure situation continues for an unreasonable period, either Party may discuss termination of the affected Agreement.

17.1 Either Party may terminate an Agreement according to the termination conditions specified in the Agreement.

17.2 Acendae may suspend or terminate Services immediately if:

• The Client fails to make payment obligations
• The Client breaches these GTC
• The Client engages in unlawful activities
• Continued cooperation becomes unreasonable

17.3 Termination does not affect:

• Outstanding payment obligations
• Confidentiality obligations
• Intellectual Property Rights
• Liability limitations
• Other provisions intended to survive termination

17.4 Upon termination, the Client shall pay all outstanding invoices and costs incurred up to the termination date.

18.1 During the Agreement and for a period of 12 months after termination, the Client shall not directly or indirectly:

• Employ Acendae employees
• Contract Acendae employees or contractors
• Encourage Acendae personnel to terminate their relationship with Acendae

18.2 This restriction does not apply where Acendae provides written approval.

18.3 If the Client breaches this provision, Acendae may claim compensation for losses suffered as a result.

19.1 Unless otherwise agreed in writing, Acendae may refer to the Client's name and general description of completed projects for marketing, portfolio and business development purposes.

19.2 Acendae shall not disclose confidential information or commercially sensitive details without the Client's approval.

20.1 Acendae reserves the right to update these General Terms and Conditions periodically.

20.2 Updated versions shall apply after being communicated to existing Clients or published on Acendae's website.

20.3 The latest version of the General Terms and Conditions shall apply to new Agreements.

21.1 All Agreements between Acendae and the Client, including these General Terms and Conditions, shall be exclusively governed by and interpreted in accordance with the laws of the Netherlands.

21.2 The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG/Vienna Sales Convention) is expressly excluded.

21.3 The Parties shall attempt to resolve any dispute through good-faith consultation before initiating legal proceedings.

21.4 Any disputes arising from or relating to an Agreement shall be submitted exclusively to the competent court in the district where Acendae B.V. has its registered office, unless mandatory provisions of Dutch law provide otherwise.

21.5 If any provision of these General Terms and Conditions is declared invalid or unenforceable, the remaining provisions shall remain in full force.

Registered Office: Netherlands

Applicable Law: Dutch Law

Version: July 2026

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