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.