Terms & Conditions

    Version 1.0

    The Revenue Architect

    Monseigneur Aengenentlaan 3

    2361 EP Warmond

    The Netherlands

    Chamber of Commerce (KvK): 78754283

    VAT: NL003376227B56

    1. Definitions

    • Contractor: The Revenue Architect.
    • Client: Any natural or legal person entering into an Agreement with Contractor.
    • Agreement: Any agreement for the provision of Services.
    • Services: Consulting, commercieel systeem/ERP implementation (including but not limited to Odoo), optimization, advisory, training, support, subscriptions and related activities.
    • Deliverables: Documents, configurations, templates, systems, workflows or other results delivered under the Agreement.
    • Additional Work: Work outside the agreed scope.
    • Force Majeure: Circumstances beyond reasonable control.

    2. Applicability

    • These Terms apply to all offers, Agreements and Services.
    • Client's general terms are expressly rejected.
    • Deviations are only valid if agreed in writing.
    • If any provision is invalid, remaining provisions remain in force.

    3. Offers & Formation of Agreement

    • Offers are non-binding and valid for 30 days unless stated otherwise.
    • An Agreement is formed upon written acceptance or commencement of Services.
    • Obvious errors or clerical mistakes are not binding.
    • Contractor may withdraw an offer before acceptance.

    4. Nature of the Services

    • Services are performed on a best-efforts basis, unless explicitly agreed otherwise in writing.
    • Contractor does not guarantee specific business results, revenue growth, system performance levels or ROI unless explicitly agreed in writing.
    • Time estimates are indicative unless explicitly agreed as binding milestones.

    5. Client Responsibilities

    • Client shall provide timely and accurate information.
    • Client shall grant access to systems and environments.
    • Client shall ensure internal availability of stakeholders.
    • Client shall safeguard data backups.
    • Client shall ensure lawful data processing.
    • Delays caused by Client may result in timeline and cost adjustments.

    6. Scope & Changes

    • Only the explicitly agreed scope is included.
    • Integrations, data migration, custom development or third-party configurations are excluded unless expressly included.
    • Changes requested by Client may result in Additional Work.
    • Additional Work will be charged at the agreed hourly rate or prevailing market rate.

    7. Fees & Payment

    • All prices are exclusive of VAT and other taxes.
    • Invoices are payable within 14 days from invoice date unless otherwise agreed.
    • Late payment places Client in default without notice.
    • Contractor may suspend Services in case of non-payment.
    • All collection costs (judicial and extrajudicial) are borne by Client.
    • Contractor may require advance payment for large projects.

    8. Subscriptions & Support Bundles

    • Support bundles are valid for the agreed duration (default: 6 months).
    • Unused hours expire after the validity period unless agreed otherwise.
    • Subscription services renew automatically unless terminated in writing at least 30 days before renewal.
    • Contractor may adjust subscription fees annually in line with CPI.

    9. Cancellation

    • If Client cancels after acceptance but before the agreed start date, 15% of the total contract value is due to compensate reserved capacity and preparation.
    • If Client terminates during execution, completed work and committed hours are fully payable.
    • Fixed-term Agreements remain payable for the remaining term unless otherwise agreed.

    10. Intellectual Property

    • All intellectual property rights remain with Contractor unless explicitly transferred in writing.
    • Client receives a non-exclusive, non-transferable right to use Deliverables internally.
    • Templates, methodologies, frameworks and configurations remain Contractor's property.
    • Client may not resell, sublicense or distribute Deliverables without written consent.

    11. Third-Party Software

    • Contractor is not responsible for availability, functionality or licensing of third-party software (including Odoo).
    • Contractor is not liable for outages, changes or discontinuation of third-party platforms.
    • Client remains responsible for compliance with third-party license terms.

    12. Data & GDPR

    • Parties comply with applicable data protection laws (GDPR).
    • If Contractor acts as data processor, a separate Data Processing Agreement shall apply.
    • Client remains responsible for lawful data processing and data integrity.

    13. Confidentiality

    • Both parties shall keep confidential all non-public information.
    • This obligation continues for 3 years after termination.
    • Contractor may reference Client name for portfolio purposes unless agreed otherwise.

    14. Liability

    • Contractor's total liability is limited to the invoice amount of the relevant assignment (excluding VAT), with a maximum of €25,000 per event.
    • If insurance pays a lower amount, that amount applies.
    • Contractor is not liable for indirect damages, including but not limited to: loss of profit, loss of revenue, loss of data, business interruption and reputational damage.
    • Claims expire 12 months after completion.

    15. Indemnification

    • Client indemnifies Contractor against third-party claims arising from: incorrect data supplied by Client, misuse of Deliverables, and violation of laws or third-party rights.

    16. Force Majeure

    • Obligations are suspended during Force Majeure.
    • If Force Majeure lasts longer than 60 days, either party may terminate without liability.

    17. Non-Solicitation

    • Client shall not directly hire or engage Contractor's employees, subcontractors or affiliates during the Agreement and for 12 months thereafter without written consent.

    18. Suspension & Termination

    • Contractor may suspend or terminate the Agreement immediately if: Client fails to pay, Client breaches material obligations, or Client becomes insolvent.
    • All accrued fees remain payable.

    19. Governing Law & Jurisdiction

    • Dutch law applies exclusively.
    • Disputes shall be submitted to the competent court in the district where Contractor is established.