Date: 30 december 2024
Version: 1.1
Version: 1.1
Article 1 – Applicability
1.1 These terms and conditions apply to all offers, quotations, assignments, and agreements with KempenSoft B.V., located at Vierschaar 3, 5531GV Bladel, The Netherlands.
1.2 The term “Client” refers to any individual or legal entity to whom an offer is directed or with whom an agreement is concluded.
1.3 Deviations from these terms are only valid if expressly agreed upon in writing.
1.4 If one or more provisions in these terms are deemed void or invalid, the remaining provisions remain fully effective. The parties will consult to agree on replacements for any invalid provisions.
1.5 The Client must designate a single contact person (“Account Manager”) within their organisation who is authorised to act on behalf of the Client for all matters related to the agreement. The Client is responsible for notifying KempenSoft of any changes to the Account Manager or their contact details.
1.1 These terms and conditions apply to all offers, quotations, assignments, and agreements with KempenSoft B.V., located at Vierschaar 3, 5531GV Bladel, The Netherlands.
1.2 The term “Client” refers to any individual or legal entity to whom an offer is directed or with whom an agreement is concluded.
1.3 Deviations from these terms are only valid if expressly agreed upon in writing.
1.4 If one or more provisions in these terms are deemed void or invalid, the remaining provisions remain fully effective. The parties will consult to agree on replacements for any invalid provisions.
1.5 The Client must designate a single contact person (“Account Manager”) within their organisation who is authorised to act on behalf of the Client for all matters related to the agreement. The Client is responsible for notifying KempenSoft of any changes to the Account Manager or their contact details.
Article 2 – Offers, Pricing, and Agreements
2.1 Offers and pricing by KempenSoft are non-binding and remain valid for 90 days unless otherwise stated.
2.2 Prices and rates are exclusive of VAT and other applicable taxes unless explicitly specified.
2.3 Agreements are formed upon written acceptance of the offer by the Client or the commencement of work by KempenSoft.
2.4 Offers do not automatically apply to future agreements.
2.5 KempenSoft reserves the right to refuse or terminate assignments that violate legal or regulatory provisions without liability for damages.
2.1 Offers and pricing by KempenSoft are non-binding and remain valid for 90 days unless otherwise stated.
2.2 Prices and rates are exclusive of VAT and other applicable taxes unless explicitly specified.
2.3 Agreements are formed upon written acceptance of the offer by the Client or the commencement of work by KempenSoft.
2.4 Offers do not automatically apply to future agreements.
2.5 KempenSoft reserves the right to refuse or terminate assignments that violate legal or regulatory provisions without liability for damages.
Article 3 – Execution of the Agreement
3.1 KempenSoft will execute agreements with the utmost care, skill, and professionalism. The commitment is an obligation of effort, not guaranteed results, unless expressly agreed otherwise.
3.2 KempenSoft may subcontract work to third parties if necessary for proper execution.
3.3 The Client is responsible for timely provision of all data and resources required for the agreement’s execution. Delays due to insufficient data may result in additional costs or suspension of services.
3.4 If project costs exceed the estimated amount by more than 5%, both parties will discuss the continuation of services and associated expenses.
3.5 Changes requested during the project execution may result in additional costs (“Additional Work”), subject to mutual agreement or a new contract.
3.1 KempenSoft will execute agreements with the utmost care, skill, and professionalism. The commitment is an obligation of effort, not guaranteed results, unless expressly agreed otherwise.
3.2 KempenSoft may subcontract work to third parties if necessary for proper execution.
3.3 The Client is responsible for timely provision of all data and resources required for the agreement’s execution. Delays due to insufficient data may result in additional costs or suspension of services.
3.4 If project costs exceed the estimated amount by more than 5%, both parties will discuss the continuation of services and associated expenses.
3.5 Changes requested during the project execution may result in additional costs (“Additional Work”), subject to mutual agreement or a new contract.
Article 4 – Pricing and Payment
4.1 Payments must be made within 14 days from the invoice date, unless otherwise agreed in writing.
4.2 Late payments incur statutory interest and collection costs, including legal and administrative expenses.
4.3 KempenSoft may issue invoices on an advance or instalment basis.
4.4 Disputes regarding invoices do not suspend the Client’s payment obligation.
4.1 Payments must be made within 14 days from the invoice date, unless otherwise agreed in writing.
4.2 Late payments incur statutory interest and collection costs, including legal and administrative expenses.
4.3 KempenSoft may issue invoices on an advance or instalment basis.
4.4 Disputes regarding invoices do not suspend the Client’s payment obligation.
Article 5 – Termination of the Agreement
5.1 KempenSoft may terminate the agreement with immediate effect in the event of:
• The Client failing to fulfil their contractual obligations.
• Insolvency or bankruptcy proceedings involving the Client.
• Seizure of the Client’s assets or a liquidation process.
5.2 Upon termination, any outstanding payments for services already rendered remain due.
5.1 KempenSoft may terminate the agreement with immediate effect in the event of:
• The Client failing to fulfil their contractual obligations.
• Insolvency or bankruptcy proceedings involving the Client.
• Seizure of the Client’s assets or a liquidation process.
5.2 Upon termination, any outstanding payments for services already rendered remain due.
Article 6 – Liability
6.1 KempenSoft is only liable for direct damages caused by gross negligence or intent, with a maximum liability equal to the total value of the agreement.
6.2 KempenSoft is not liable for indirect or consequential damages, including lost profits, data loss, or reputational harm.
6.3 The Client indemnifies KempenSoft against claims by third parties arising from data, products, or materials provided by the Client.
6.1 KempenSoft is only liable for direct damages caused by gross negligence or intent, with a maximum liability equal to the total value of the agreement.
6.2 KempenSoft is not liable for indirect or consequential damages, including lost profits, data loss, or reputational harm.
6.3 The Client indemnifies KempenSoft against claims by third parties arising from data, products, or materials provided by the Client.
Article 7 – Intellectual Property
7.1 All intellectual property rights relating to work developed under the agreement remain with KempenSoft unless explicitly transferred in writing.
7.2 The Client is granted a non-exclusive, non-transferable licence to use the deliverables solely for agreed purposes.
7.3 The Client may not disclose, reproduce, or modify deliverables without KempenSoft’s prior written consent.
7.1 All intellectual property rights relating to work developed under the agreement remain with KempenSoft unless explicitly transferred in writing.
7.2 The Client is granted a non-exclusive, non-transferable licence to use the deliverables solely for agreed purposes.
7.3 The Client may not disclose, reproduce, or modify deliverables without KempenSoft’s prior written consent.
Article 8 – Force Majeure
8.1 KempenSoft is not liable for delays or non-performance due to unforeseen circumstances outside its reasonable control, such as natural disasters, cyber-attacks, or government actions.
8.2 Obligations are suspended during the period of force majeure. If the force majeure persists for more than 90 days, either party may terminate the agreement without liability.
8.1 KempenSoft is not liable for delays or non-performance due to unforeseen circumstances outside its reasonable control, such as natural disasters, cyber-attacks, or government actions.
8.2 Obligations are suspended during the period of force majeure. If the force majeure persists for more than 90 days, either party may terminate the agreement without liability.
Article 9 – Personal Data Processing
9.1 If KempenSoft processes personal data on behalf of the Client, both parties shall enter into a data processing agreement in compliance with the General Data Protection Regulation (GDPR).
9.2 Personal data will be handled confidentially and used solely for executing the agreement. No data will be shared with third parties without explicit consent or legal obligation.
9.1 If KempenSoft processes personal data on behalf of the Client, both parties shall enter into a data processing agreement in compliance with the General Data Protection Regulation (GDPR).
9.2 Personal data will be handled confidentially and used solely for executing the agreement. No data will be shared with third parties without explicit consent or legal obligation.
Article 10 – Governing Law and Disputes
10.1 These terms and any related agreements are governed exclusively by Dutch law.
10.2 Disputes will first be addressed through mutual consultation. If unresolved, they will be submitted to the competent court in the East Brabant district.
10.1 These terms and any related agreements are governed exclusively by Dutch law.
10.2 Disputes will first be addressed through mutual consultation. If unresolved, they will be submitted to the competent court in the East Brabant district.
For questions or clarifications, please contact KempenSoft at hello@kempensoft.com