Terms of engagement

We means IndustrylinQ Europe B.V., registered with the Dutch Chamber of Commerce under number 66256526. You means the business client. These terms are for businesses and organisations, not consumers.

They cover consultancy, design, software development, integrations, support and ongoing development where we agree to apply them to an engagement. A separate subscription product may have different terms, agreed in advance.

You receive the applicable version before or when entering into the agreement, in a form you can retain. A later update on our website does not change an existing agreement.

Our proposal sets out what you want to achieve, our deliverables, what is outside the scope, the contributions needed, and the basis for the schedule and costs. We also agree who can make decisions. An engagement starts when both parties agree in writing. Email is sufficient unless the law requires an additional formality.

Specific provisions in a signed agreement or accepted proposal take precedence over these general terms. A data processing agreement takes precedence on personal data matters; a separate support agreement takes precedence on the agreed service levels. We expressly reject the client's purchasing terms unless we accept them in writing.

We carry out the work with professional skill and care. We explain our decisions, identify relevant risks and raise feasibility concerns promptly. We remain responsible for the work of employees and specialists we engage. We share personal data with them only in accordance with the agreed data processing arrangements.

You provide an available contact person, timely decisions, and the information and access needed for the work. Together we involve the people who will use the result. If information is incomplete or requirements conflict, we first discuss the implications.

A consultancy engagement delivers the agreed research, advice or design. For development, we deliver the agreed functionality and quality. We do not guarantee revenue growth or another business outcome that also depends on decisions and circumstances outside our engagement.

We work in manageable stages so you can review progress and adjust priorities. A schedule is a shared working agreement. If a date is a binding deadline, we expressly record that. If a delay becomes likely, we explain its cause, consequences and possible solutions as soon as possible.

New insights are welcome. If they change functionality, timing or costs, we discuss this in advance. We undertake chargeable additional work only after written approval. Reprioritising within the same budget may also be an option. Correcting our own work that does not meet the agreement is not additional work.

In an urgent security situation, we take necessary, proportionate action within our support responsibilities and inform you as soon as possible. The support agreement sets out the authority and costs for such situations.

The proposal states whether we work for a fixed price, on a time basis or for a recurring fee. For time-based work, we account for time spent and warn you before an agreed budget would be exceeded. An estimate is not a fixed price; we do not exceed an expressly agreed spending limit without approval.

Prices exclude VAT unless stated otherwise. Hosting, external licences, travel and other additional costs are charged only as agreed in the proposal. Changes to rates for existing engagements require prior written agreement.

Invoices are payable within 30 days of the invoice date. If you dispute part of an invoice, explain which part and why. We investigate it together; the undisputed part remains payable on time. Your right to raise a payment dispute does not expire merely because you have not raised it within a short notification period.

For late payment, we first send a reminder allowing a further 14 days. If payment remains outstanding, we may charge Dutch statutory commercial interest and reasonable recovery costs permitted by law. Any suspension is subject to the safeguards in section 15.

At delivery, we explain what is ready, how you can assess it and which known items remain outstanding. Unless agreed otherwise, you have ten working days to test against the agreed acceptance criteria. If more time is reasonably needed, we agree an extension.

We record acceptance in writing. Silence, a pilot or limited testing does not automatically constitute approval. We first resolve material issues that prevent the agreed use. Minor items may be placed on a shared list with agreed correction dates. Acceptance does not remove our responsibility for defects that were not immediately apparent.

For 90 days after acceptance, we correct reported, reproducible defects in our work that depart from the agreement, without additional development charges. This also applies without a support contract. A problem demonstrably caused by later changes by others or incorrect use falls outside this arrangement; we investigate the cause first. Statutory rights and separate support commitments do not automatically expire at the end of this period.

Custom work developed specifically for you and paid for belongs with your business. After payment for the relevant work, we transfer copyright in that specific software and documentation to you, together with any transferable database rights in that custom work. We obtain the necessary rights from our employees and other creators we engage.

We identify the deliverables and rights being transferred in a deed signed by both parties. This may form part of the engagement agreement. Until the formal transfer is completed, payment gives you a perpetual, worldwide, royalty-free licence, including the right to modify the work and have another provider maintain it.

At the agreed delivery, you receive the associated source code, available technical documentation and configuration information needed to maintain and develop the custom work. During the engagement, we agree your access to the source code repository. We do not withhold a paid deliverable because of a dispute about another engagement.

Our pre-existing tools, general know-how and reusable components remain ours. We identify these components. For our own components needed to use your solution, payment gives you a perpetual, worldwide, non-exclusive, royalty-free licence to use and modify them as part of the solution and have third parties maintain them. This licence may be transferred with the solution. Third-party and open-source components remain subject to their own licences.

We protect each other's confidential information and use it only for the collaboration. Access is limited to people who need it and are subject to suitable confidentiality obligations. This commitment continues after the engagement ends.

Information demonstrably already public, lawfully received from another party or independently developed is not confidential under this section. If disclosure is legally required, we limit it to what is necessary and notify you beforehand where permitted.

You retain control over the business data you provide. We do not use it for our own commercial purposes. This does not change the rights of individuals or other rights holders. We publish your name, logo, project images or an identifiable client case only with prior written permission.

We design and maintain systems with attention to data protection, access rights and the application's risks. We agree which security measures, testing activities and responsibilities belong to the engagement. Within your organisation, you are responsible for careful account use, authorised users and lawfully supplied data. This does not remove our own responsibilities.

Where we process personal data on your behalf, we enter into a data processing agreement before that processing begins. It covers instructions, security, subprocessors, processing locations, any transfers outside the EEA, assistance with requests, and the return or deletion of data. These general terms do not replace that agreement.

We notify you without undue delay after becoming aware of a security incident affecting your environment or data. We share what is known and assist with containment and recovery. Further notification arrangements belong in the processing and support agreements. We cannot promise absolute security; we can commit to appropriate safeguards and professional care.

For cloud platforms, payment providers and other external services, we clarify in advance who contracts with the supplier, who pays and which restrictions or licences apply. Where possible, cloud accounts dedicated to your business are held in your name, with appropriate access for our team.

Suppliers may change prices, interfaces or services. We discuss relevant consequences and necessary changes. Their terms do not replace our responsibility for our own selection, configuration and integration work. A supplier outage is not automatically force majeure for our entire engagement.

Usage charges can vary. Where we manage consumption, we agree the budgets, alerts and any spending controls required. Additional development caused by an external change is agreed in advance under section 4.

We use AI where it supports the agreed solution. For AI functionality, we agree the model's task, the data it may use, where it runs and who reviews the results. Model capacity and operating costs must suit that task. We also define which actions may run independently and which require human approval.

We do not submit confidential information, personal data or non-public source code to external AI services without prior agreement with you on data use, a lawful basis and appropriate safeguards. We do not use your data to train general-purpose models or allow suppliers to do so without a separate written agreement and a lawful basis.

AI outputs may be inaccurate or incomplete. We test the application against agreed practical scenarios and design suitable controls. For consequential decisions, we expressly agree the human review and legal requirements needed. Using AI in our development work does not change our responsibility for the quality and confidentiality of our deliverables.

Support is a separate agreement. It specifies what we maintain and monitor, availability hours, response times, and responsibility for updates, backups, recovery tests and access. A development engagement does not automatically include unlimited support or 24/7 availability; the correction commitments in section 6 still apply.

We coordinate significant changes and maintenance with your operations. For changes carrying material risk, we discuss testing, recovery options and communication. New functionality has its own priorities, budget and approval.

If something goes wrong because of a failure attributable to us, we take responsibility. Report the problem as soon as reasonably possible and give us a reasonable opportunity to correct it. No correction period is required where performance is permanently impossible or the law does not require one. Both parties take reasonable steps to limit the loss.

Our liability for loss under an engagement is limited to the total agreed fee for that engagement, excluding VAT. For ongoing services, the limit per contract year is the amount paid or payable for the relevant service during the twelve months preceding the event causing the loss. If the service has run for less than twelve months, the shorter period applies. Related events count as one event, allocated to the contract year of the first event.

Within that limit, recoverable loss includes reasonable costs of identifying and limiting direct loss and restoring damaged data, to the extent attributable to us. We do not compensate lost profit, revenue or savings, or reputational damage. This limit does not release us from our agreed obligations to deliver work or correct defects.

These limitations do not apply to intent or deliberate recklessness by our management, death or personal injury, or where a limitation is prohibited by law. They do not limit individuals' rights under the GDPR. If a business-critical application requires a different allocation of risk, we agree it expressly before the engagement begins.

Force majeure means an impediment that cannot be attributed to the affected party under Dutch law. Ordinary staffing problems, increased costs or an incident that appropriate safeguards could have prevented are not automatically force majeure.

We report the situation, limit its consequences and look for an alternative together. If the impediment lasts longer than 30 days, either party may end the affected part of the engagement in writing. Usable work already performed is paid for; prepayments for undelivered work are refunded.

You may stop a project in writing. We charge for work performed and previously approved external commitments that cannot reasonably be cancelled. We limit these costs and do not automatically charge the full remaining contract price or lost profit. Prepayments are reconciled in the final account.

Either party may end an ongoing agreement with no agreed end date by giving one month's written notice. A fixed term or a different notice period applies only if specifically agreed. We plan the end of support with attention to continuity and handover.

If either party materially fails to meet the agreement, that party receives a written explanation and a reasonable correction period, normally at least 14 days. If the failure is not corrected, the other party may suspend or terminate the affected part. A correction period is not required where performance is permanently impossible or another statutory exception applies.

Suspension must be proportionate and announced in advance, unless an urgent security threat or legal obligation requires immediate action. We do not switch off a production environment without warning because of a payment dispute. We first discuss the consequences, necessary safeguards and ways to secure the data.

When the collaboration ends, we arrange a workable handover. We make paid source code and documentation, your data, and access and configuration information dedicated to your environment available through a secure channel. For third-party accounts, we assist with transfer where the supplier permits it.

We do not charge again for ordinary deliverables already included in the engagement. Additional migration, assistance to a successor or extra export work is charged only as agreed in advance. We do not withhold your own data as leverage in a payment dispute.

We agree a reasonable handover period and specify which services continue during it. Afterwards, we return or delete data in accordance with the data processing agreement and statutory retention obligations. Secured backups follow the agreed deletion cycle; we do not retain an unlimited copy for our own use.

Our proposals, agreements and these terms are governed by Dutch law.

If a disagreement arises, we first discuss it with the people who can resolve it. Mediation is available if both parties wish. These discussions do not prevent urgent court measures or steps needed to preserve legal rights in time.

If we cannot resolve the dispute, it is submitted exclusively to the competent judge of the Amsterdam District Court (rechtbank Amsterdam), to the extent mandatory law permits this choice. Where the law requires a different court, that requirement applies.

We agree which language version applies to the engagement. Where both Dutch and English versions are agreed, the Dutch version prevails in case of a difference in interpretation unless otherwise agreed in writing. If a provision is invalid, the remaining terms continue to apply. Together we replace it with a valid provision that comes as close as possible to its purpose.