General Terms and Conditions

Last updated: April 2025

Introduction

By using our services you agree to these terms.

1. Definitions

  • Client: The party that enters into an agreement with the company DIFRNT COMPOUND B.V. for the purpose of obtaining software or services.
  • Software: All programs, including but not limited to applications, modules, updates and documentation, that the company supplies to the client.
  • Services: The services the company offers, such as web development, workflow optimization, cloud management, installation, maintenance, training, consulting and technical support.
  • Agreement: The written or oral agreement between the company and the client that sets out the terms and conditions for the delivery of software or services.

2. Applicability

These General Terms and Conditions apply to all offers, agreements and deliveries of software and/or services by the company, unless expressly agreed otherwise in writing. By entering into an agreement with the company DIFRNT COMPOUND B.V. the client declares to agree to these General Terms and Conditions.

3. Quotes and Agreements

  • All offers and quotations from the company are without obligation, unless otherwise stated.
  • The agreement is concluded at the moment that the client has accepted the quotation in writing or when the company has started to execute the agreement.
  • The company reserves the right to refuse any order or agreement without giving any reason.

4. Delivery and Execution

  • The Company will deliver the Software and/or Services to the best of its ability within the agreed time frame, unless unforeseen circumstances or force majeure arise.
  • Delays in delivery due to unforeseen circumstances cannot give rise to compensation.
  • The software is delivered in the condition in which it is at the time of delivery, unless otherwise agreed.
  • The client is responsible for providing the necessary information and facilities for the execution of the agreement.

5. Intellectual Property

  • All intellectual property rights relating to the Software shall remain the property of the Company unless otherwise agreed in writing.
  • With custom software, specific usage rights or ownership rights can be granted to the client, depending on the agreement.
  • The client obtains a non-exclusive, non-transferable right to use the software for the duration of the agreement.
  • The Client may not modify, decompile or reverse engineer the Software unless permitted by law.
  • The right of use expires upon termination of the agreement, after which the client is obliged to immediately remove or return the software.

6. Payment

  • Payments must be made within 30 days of the invoice date, unless otherwise stated in the agreement.
  • If payment is not made within this period, the client is legally in default and the company is entitled to charge interest in accordance with the statutory interest rate.
  • An administration fee of 5% of the amount due, with a minimum amount to be determined, will be charged in case of late payment.
  • When agreeing to the collaboration, a deposit of 25% of the quoted amount is required. The work will only start after receipt of the deposit. This deposit will not be refunded in case of cancellation by the client.
  • If the client repeatedly fails to pay, the company has the right to suspend the provision of services until full payment has been received.

7. Liability

  • DIFRNT COMPOUND B.V. strives to provide high-quality services, but cannot guarantee uninterrupted or error-free operation.
  • The company is only liable for damages resulting directly from intentional or gross negligence.
  • Liability is limited to the amount paid out by the insurer.
  • The company is not liable for damages due to loss of data, incorrect implementation, indirect damages such as loss of profit or loss of customers.

8. Support and Maintenance

  • Support and maintenance are provided according to the agreed terms.
  • Additional costs may apply for additional support, such as customization or extra training.
  • Software updates and upgrades will be provided as needed.
  • In the event of non-payment for maintenance services, the Company has the right to suspend the provision of services.

9. Security and Privacy

  • The Company shall take reasonable technical and organizational measures to ensure the security and confidentiality of the Software and Data.
  • If the software processes personal data, the processing is carried out in accordance with the General Data Protection Regulation (GDPR).
  • The Company is not responsible for data breaches or security incidents caused by improper use of the software by the Client.

10. Use of Open Source Software

  • The software provided may contain open source components which are provided under the terms of the respective open source licenses.
  • The Company shall not be liable for any restrictions, risks or damages arising from the use of open source software.

11. Confidentiality

  • Both parties undertake to keep all confidential information secret and not to disclose it to third parties.
  • The confidentiality obligation remains in force for 5 years after termination of the agreement, unless otherwise agreed.

12. Termination and Exit Scheme

  • The client may terminate the agreement subject to the agreed notice period.
  • Upon termination, outstanding payments remain due.
  • The client is obliged to remove and/or return all software and confidential information of the company within 14 days.
  • If the client requires access to his data after termination, a transitional arrangement can be agreed upon at an additional cost.
  • In case of early termination by the client without valid reason, the client remains obliged to pay 50% of the remaining amount as compensation.

13. Force majeur

  • The Company shall not be liable for delays or failures due to force majeure, such as natural disasters, war, epidemics, strikes, cyber attacks, technical failures or failures of suppliers.
  • If force majeure continues for more than 30 days, either party may terminate the agreement without further obligations.

14. Applicable Law and Disputes

  • These General Terms and Conditions are governed by Dutch law.
  • Disputes are first attempted to be resolved through mediation. If this fails, the case is submitted to the competent judge in the Maastricht court.

Contact

If you have any questions about our terms and conditions, please contact us via our contact form.

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