Terms and Conditions

General Terms and Conditions of Polder Knowledge

Polder Knowledge
Westblaak 5D
3012 KC Rotterdam
Chamber of Commerce Registration Number: 11043797

Table of Contents

1. Applicability

1.1 These general terms and conditions apply to all offers, quotations, agreements, and other legal relationships between Polder Knowledge and its clients.
1.2 Deviations from these terms and conditions are only valid if explicitly agreed upon in writing.
1.3 In case of a conflict between these terms and conditions and those of the client, these terms and conditions shall prevail unless explicitly agreed otherwise in writing.

2. Definitions

  • Polder Knowledge: The contractor providing IT services, including software development, SaaS, hosting, and consulting.
  • Counterparty: The client or customer of Polder Knowledge.
  • Agreement: Any agreement concluded between Polder Knowledge and the counterparty.
  • GDPR: General Data Protection Regulation.
  • SaaS: Software as a Service, provided by Polder Knowledge via cloud-based systems.

3. Agreements

3.1 An agreement is established upon written confirmation by Polder Knowledge or when Polder Knowledge begins the execution.
3.2 Changes to the agreement are only valid if agreed upon in writing.
3.3 Polder Knowledge reserves the right to refuse assignments that are inconsistent with its business practices.

4. Offers

4.1 All offers are non-binding unless explicitly stated otherwise in writing.
4.2 Offers are valid for 30 days unless otherwise specified.
4.3 Polder Knowledge reserves the right to charge for tailored offers, provided this has been communicated in advance.

5. Prices and Payments

5.1 All prices are exclusive of VAT and other government levies unless stated otherwise.
5.2 Invoices must be paid within 14 days of the invoice date unless otherwise agreed in writing.
5.3 In case of late payment, statutory interest and collection costs are owed by the counterparty.
5.4 Additional work not included in the initial agreement will be charged at the rates agreed upon or, in the absence of such agreement, at Polder Knowledge’s standard rates.

6. Delivery and Deadlines

6.1 All deadlines mentioned by Polder Knowledge are indicative. Exceeding these deadlines does not entitle the counterparty to compensation or dissolution.
6.2 The risk of the delivered items transfers to the counterparty upon delivery.
6.3 If delivery is delayed due to circumstances beyond Polder Knowledge’s control, a new delivery date will be agreed upon.
6.4 Partial deliveries are permitted and may be invoiced separately.

7. Obligations of the Counterparty

7.1 The counterparty is responsible for providing all necessary information and materials required for the execution of the agreement in a timely and complete manner.
7.2 The counterparty indemnifies Polder Knowledge against claims from third parties arising from the services and/or products provided.
7.3 If delays occur due to the counterparty’s failure to provide necessary input or approval, Polder Knowledge is entitled to adjust the project timeline and additional costs.

8. Maintenance and Support

8.1 Polder Knowledge provides maintenance and support for delivered software as agreed in the agreement.
8.2 Disruptions will be resolved within a reasonable timeframe, depending on the nature and scope of the issue.
8.3 Maintenance does not include the repair of problems caused by misuse, changes made by third parties, or external factors.
8.4 Polder Knowledge offers tiered support agreements tailored to client needs, which may include proactive monitoring, updates, and on-site support.

9. Liability

9.1 Polder Knowledge is only liable for direct damages demonstrably resulting from intent or gross negligence.
9.2 Liability is limited to the amount covered by insurance or, in its absence, the invoice amount of the agreement.
9.3 Indirect damages, such as consequential damage, loss of profit, or business interruption, are excluded from liability.
9.4 Polder Knowledge’s liability for data loss is limited to cases where the loss is directly attributable to negligence by Polder Knowledge.

10. Intellectual Property Rights

10.1 All intellectual property rights to products developed by Polder Knowledge remain with Polder Knowledge unless explicitly agreed otherwise in writing.
10.2 The counterparty receives a non-exclusive, non-transferable right to use the delivered software.
10.3 The counterparty may not modify, copy, or disclose the software without prior written permission.
10.4 Third-party software components used within projects will be subject to their respective licenses.

11. Privacy and Data Protection

11.1 Polder Knowledge processes personal data in accordance with the GDPR.
11.2 Polder Knowledge implements appropriate technical and organizational measures to protect personal data.
11.3 The counterparty indemnifies Polder Knowledge against liability arising from non-compliance with the GDPR by the counterparty.
11.4 Data processing agreements will be concluded when required by law.

12. Force Majeure

12.1 In case of force majeure, Polder Knowledge has the right to suspend or dissolve the agreement without being liable for damages.
12.2 Force majeure includes circumstances beyond Polder Knowledge’s control, such as infrastructure failures, pandemics, or cyberattacks.
12.3 If the force majeure situation lasts longer than 30 days, both parties are entitled to terminate the agreement without compensation.

13. Termination and Cancellation

13.1 Polder Knowledge may terminate the agreement without judicial intervention if the counterparty fails to meet its obligations.
13.2 In the event of termination by the counterparty, incurred costs and lost profits will be charged.
13.3 Cancellation of ongoing agreements requires a written notice period of at least 30 days, unless otherwise agreed.

14. Domain Names and Hosting

14.1 Polder Knowledge can arrange domain registration and hosting services on behalf of the counterparty, utilizing its preferred partners, or these services may be managed by the counterparty’s preferred providers.
14.2 The counterparty is responsible for the timely payment of domain registration and hosting services.
14.3 Polder Knowledge is not liable for shortcomings of external hosting providers or registrars.
14.4 Uptime guarantees and SLAs for hosting services will be detailed in separate agreements.

15. Software Development and Acceptance

15.1 Software specifications and deliverables will be agreed upon in writing.
15.2 The counterparty has the right to conduct acceptance tests within 14 days of delivery.
15.3 Defects identified during the acceptance test will be resolved within a reasonable timeframe.
15.4 Upon successful acceptance, the software will be deemed delivered and approved.

16. SaaS and Cloud Services

16.1 Polder Knowledge provides SaaS services under the terms specified in the agreement.
16.2 Service availability targets and maintenance windows will be outlined in the SLA.
16.3 The counterparty is responsible for ensuring secure access credentials and compliance with usage policies.
16.4 Data backups will be performed regularly, and recovery options will be detailed in the SLA.

17. Consulting and Project Management

17.1 Consulting services will be delivered based on agreed schedules and deliverables.
17.2 Polder Knowledge may adjust timelines if the counterparty fails to meet dependencies or input requirements.
17.3 Milestones and performance reviews will be scheduled as part of the project plan.

18. Governing Law and Dispute Resolution

18.1 All agreements are governed by Dutch law.
18.2 Disputes will preferably be resolved amicably. If no resolution is reached, disputes will be submitted to the competent court in Rotterdam.
18.3 Mediation may be pursued before initiating legal proceedings.