Terms and conditions

GENERAL TERMS AND CONDITIONS OF INCUBIT B.V.

Article 1 – Definitions1.1 Incubit: Incubit B.V., established in Utrecht, registered with the Dutch Chamber of Commerce under number 97025194.1.2 Client: The natural or legal person who enters into an agreement with Incubit.1.3 Agreement: The agreement between Incubit and the Client regarding the provision of services or products.1.4 Services: All services offered by Incubit such as IT consultancy, hosting, website or software development, AI solutions, MVPs, and related activities.1.5 Written: Communication via post, email, or other electronic means.

Article 2 – Applicability2.1 These general terms and conditions apply to all offers, quotations, agreements, and activities of Incubit, unless expressly agreed otherwise in writing.2.2 Deviations from these conditions are only valid if agreed in writing.2.3 The applicability of the Client’s general terms and conditions is explicitly rejected.

Article 3 – Quotations and conclusion of the agreement3.1 All quotations by Incubit are non-binding and valid for 30 days unless stated otherwise.3.2 The agreement is concluded when the Client accepts the quotation in writing or when Incubit, with the Client’s consent, starts executing the work.

Article 4 – Execution of the agreement4.1 Incubit shall perform the agreement to the best of its knowledge and ability as a best-efforts obligation.4.2 Incubit is entitled to engage third parties in the execution of the agreement.

Article 5 – Delivery terms5.1 Unless agreed otherwise, all terms stated by Incubit are indicative.5.2 Exceeding these terms does not entitle the Client to compensation or termination of the agreement.

Article 6 – Client obligations6.1 The Client is required to provide all information and cooperation that Incubit needs to perform the agreement.6.2 The Client must provide feedback on delivered components within 5 working days. A maximum of three revision rounds is included per project.6.3 If the Client fails to provide timely feedback, deadlines may shift. Incubit is not responsible for resulting delays.

Article 7 – Changes and additional work7.1 If during the execution of the agreement it becomes necessary to adjust the work, this will be considered additional work.7.2 Additional work will only be performed after written confirmation from the Client.

Article 8 – Prices and payment8.1 All prices used by Incubit are exclusive of VAT and other government levies.8.2 Payment must be made within 14 days of the invoice date.8.3 If the payment term is exceeded, the Client is in default by operation of law and Incubit is entitled to charge statutory interest and collection costs.

Article 9 – Intellectual property9.1 All intellectual property rights on materials developed by Incubit belong to Incubit, unless agreed otherwise in writing.9.2 The Client receives a non-exclusive, non-transferable right of use.9.3 Transfer of intellectual property rights or white-label delivery takes place only upon written agreement.9.4 The Client may only use the delivered software or services for internal use and the agreed purpose. Redistribution or commercial reuse is only allowed with written permission.

Article 10 – Confidentiality10.1 Both parties are obliged to maintain confidentiality regarding all confidential information obtained in the context of the agreement.

Article 11 – Liability11.1 Incubit’s liability is limited to direct damage and to a maximum of the amount of the last invoice.11.2 Incubit is not liable for indirect damage, consequential damage, or loss of profit.11.3 For hosting, the maximum liability is one month’s invoice. For custom development, it is limited to the total project amount.

Article 12 – Force majeure12.1 Force majeure includes all external causes beyond Incubit’s control, including outages at hosting providers, power failures, pandemics, etc.12.2 During force majeure, obligations are suspended. If performance is impossible for more than 30 days, both parties may terminate the agreement.

Article 13 – Duration and termination13.1 Unless agreed otherwise, the agreement is entered into for the duration of a project or assignment.13.2 Ongoing agreements may be terminated with one month's notice.13.3 Incubit is entitled to terminate the agreement immediately in the event of serious default by the Client.

Article 14 – Hosting and security14.1 If Incubit provides hosting, backups are made and Incubit endeavors to implement appropriate security measures.14.2 Incubit is not liable for data loss unless in cases of intent or gross negligence.

Article 15 – Acceptance and warranty15.1 If the Client does not report deficiencies in writing within 5 working days after delivery, the work is considered accepted. Use of the product/service also counts as implicit acceptance.15.2 After acceptance, a 14-day warranty period applies for fixing bugs under normal use.

Article 16 – External tools and dependencies16.1 Incubit may use external tools, open source libraries, and APIs. Malfunctions or changes therein fall outside Incubit’s responsibility.

Article 17 – Cancellation and suspension17.1 Cancellation of an assignment after agreement by the Client is not free of charge. Incubit is entitled to charge for hours already worked.17.2 Incubit may suspend work in case of payment arrears or insufficient cooperation by the Client.

Article 18 – Personal data processing (GDPR)18.1 If applicable, Incubit processes personal data in accordance with the GDPR. A data processing agreement will be concluded if required.

Article 19 – Non-solicitation19.1 The Client may not, within 12 months of termination of cooperation, hire or offer assignments to Incubit’s employees or contracted third parties, unless with Incubit’s written consent.

Article 20 – Change requests (RFCs)20.1 All change requests after the initial scope will be assessed by Incubit and categorized as follows:

• Small: charged at a fixed fee of €[insert amount];
• Medium: executed at the applicable hourly rate;
• Large: requires a separate quotation and written approval by the Client.20.2 Incubit determines the classification of the change.20.3 Execution only begins after written approval by the Client.

Article 21 – Applicable law and disputes21.1 Dutch law applies to these terms and the agreements.21.2 Disputes shall be submitted exclusively to the competent court in the district of Midden-Nederland.