1. Definitions
1.1 Aytebit: the sole proprietorship established in the Netherlands and registered with the Dutch Chamber of Commerce (KVK) under number 42105229, trading under the name Aytebit.
1.2 Client: the business or organisation that asks Aytebit for a proposal or commissions work.
1.3 Proposal: the written document in which Aytebit describes the scope, the plan and the price of the work.
1.4 Agreement: the accepted proposal together with these terms.
1.5 Deliverables: the software, designs, documentation and other results that Aytebit makes for the client under the agreement.
1.6 In writing: on paper or by email.
2. Applicability
2.1 These terms apply to every proposal by Aytebit and to every agreement between Aytebit and a client.
2.2 Aytebit works for businesses and organisations only. It does not offer its services to consumers, meaning natural persons who do not act in the course of a profession or business.
2.3 The client’s own purchase terms or other terms do not apply. Aytebit expressly rejects them.
2.4 A deviation from these terms is valid only if agreed in writing. Where the proposal and these terms conflict, the proposal prevails.
2.5 If a provision of these terms is void or is annulled, the other provisions remain in force. The parties replace the provision with a valid one that comes as close as possible to its purpose.
3. Proposals and the agreement
3.1 A proposal is without obligation and is valid for 30 days from its date, unless it states otherwise.
3.2 The agreement is made when the client accepts the proposal in writing, or when Aytebit starts the work at the client’s request.
3.3 A proposal is based on the information the client has given. If that information proves incorrect or incomplete, Aytebit may adjust the price and the plan.
3.4 An obvious mistake or clerical error in a proposal does not bind Aytebit.
4. Carrying out the work
4.1 Aytebit carries out the work with the care and skill that may be expected of a competent professional. The obligation is one of best effort (inspanningsverplichting). Aytebit does not guarantee a specific result, unless the proposal states one expressly.
4.2 Aytebit decides how the work is carried out and by whom. It may engage third parties for parts of the work and remains responsible for their work as for its own. Articles 7:404 and 7:407(2) of the Dutch Civil Code do not apply.
4.3 Aytebit shows the client working versions during the work, so that the client can give feedback while changes are still cheap to make.
5. Changes and additional work
5.1 The proposal defines the scope of the work. Anything it does not describe is outside the scope.
5.2 When the client asks for a change, Aytebit states its effect on the price and the plan. Aytebit starts the changed or additional work only after the client has agreed to that effect in writing.
5.3 Additional work is charged as agreed in writing, and otherwise at the rate stated in the proposal.
6. Planning and dates
6.1 Dates in a proposal or plan are targets. They are not strict deadlines (fatale termijnen), unless the proposal expressly calls a date binding.
6.2 Aytebit is in default only after the client has given written notice that allows a reasonable period to perform, and Aytebit has not performed within that period.
6.3 A delay caused by the client, such as late information, feedback, decisions or access, moves the plan by at least the same time. Aytebit may charge the reasonable costs that the delay causes.
7. What the client provides
7.1 The client provides, on time, the information, materials, decisions and access that the work needs, and appoints one contact person who is authorised to decide.
7.2 The client guarantees that it has the right to use the materials it supplies, and indemnifies Aytebit against claims by third parties about those materials.
7.3 Accounts with third parties that the deliverables depend on, such as app stores, cloud platforms and domain registrars, are opened in the client’s name. The client is responsible for their costs and for the terms of those third parties.
7.4 The client is responsible for how it uses the deliverables, for compliance with the laws that apply to its own business, and for backups of its own data, unless the proposal assigns a task to Aytebit.
8. Price and payment
8.1 Prices are in euros and exclude VAT and the costs of third parties.
8.2 The proposal states whether the work is done for a fixed price or is charged by time spent. Work charged by time is invoiced monthly in arrears. A fixed price is invoiced in the instalments stated in the proposal.
8.3 The client pays an invoice within 14 days of the invoice date, without set-off or suspension.
8.4 If the client does not pay in time, it is in default without further notice. From that moment the client owes the statutory commercial interest of article 6:119a of the Dutch Civil Code and the extrajudicial collection costs, with a minimum of EUR 40.
8.5 While a payment is overdue, Aytebit may suspend the work after a written warning.
8.6 An objection to an invoice is made in writing within 14 days of the invoice date. An objection does not suspend the obligation to pay the part that is not in dispute.
8.7 For an agreement that continues for more than a year, Aytebit may adjust its rates once a year, with written notice of at least 30 days.
9. Delivery and acceptance
9.1 A deliverable is delivered when Aytebit makes it available to the client, for example in a code repository, a test release or the production environment.
9.2 The client tests each deliverable within 14 days of delivery and reports defects in writing, with enough detail to reproduce them.
9.3 A defect is a material failure of the deliverable to do what the proposal describes. A request for something the proposal does not describe is a change under article 5, not a defect.
9.4 Aytebit repairs a reported defect within a reasonable time and without charge.
9.5 A deliverable is accepted when the client says so, when the 14 days pass without a reported defect, or when the client takes the deliverable into use or publishes it, whichever comes first. Minor defects that do not prevent normal use do not stand in the way of acceptance; Aytebit still repairs them.
9.6 After acceptance, further work on a deliverable is support under article 14.
10. Intellectual property
10.1 Until the client has paid everything it owes for the project, all intellectual property rights in the deliverables remain with Aytebit. During that time the client has a non-exclusive, non-transferable licence to test and evaluate the deliverables.
10.2 When the client has paid everything it owes for the project, Aytebit transfers to the client all intellectual property rights in the deliverables that were made specifically for the client, as far as those rights can be transferred. The agreement serves as the deed of transfer. Aytebit signs any further document that is reasonably needed to complete the transfer.
10.3 The transfer does not include materials that existed before the project or that Aytebit developed independently of it, such as tools, libraries, generic components and methods. Where such materials are part of a deliverable, the client receives a perpetual, worldwide, non-exclusive and royalty-free licence to use and change them as part of that deliverable.
10.4 Aytebit remains free to use the general knowledge, experience and techniques it gains during the work. This does not include the client’s confidential information.
10.5 If a third party claims that work made by Aytebit infringes its rights, the client informs Aytebit without delay. Aytebit will then, at its choice, change the work, obtain the right for the client to keep using it, or refund the amount the client paid for the infringing part. Article 15 applies.
10.6 Aytebit waives, as far as the law allows, the right to be named as the maker of the deliverables.
11. Third-party services and open-source software
11.1 Deliverables may contain open-source components. These remain subject to their own licences. On request, Aytebit lists the main components and their licences.
11.2 Services of third parties, such as app stores, cloud platforms, payment services and providers of AI models, are supplied by those third parties under their own terms. Aytebit is not liable for their availability, for changes to those services or their prices, or for decisions of those third parties, such as the outcome of an app store review.
11.3 The costs of third-party services are for the client.
11.4 The output of an AI model can be incorrect or incomplete. The proposal describes how results are evaluated. The client is responsible for how it uses that output in its own product and business.
12. Confidentiality and publicity
12.1 Each party keeps the other party’s confidential information confidential and uses it only for the agreement. This does not apply to information that is public, that the receiving party already had, that it developed independently, or that it must disclose by law.
12.2 This obligation lasts during the agreement and for three years after it ends.
12.3 Aytebit names the client or shows the work in public only with the client’s prior written permission.
13. Personal data
13.1 Each party complies with the General Data Protection Regulation and the other privacy laws that apply to it.
13.2 If Aytebit processes personal data on behalf of the client, the parties sign a data processing agreement before that processing starts.
13.3 For personal data in the client’s product, the client is the controller. The client is responsible for a lawful basis for the processing and for informing its users.
14. Support after delivery
14.1 Support, maintenance, hosting and monitoring are provided only if the proposal or a separate agreement says so.
14.2 Without such an agreement, Aytebit has no obligation after acceptance to keep a deliverable working with new versions of operating systems, app stores or third-party services.
15. Liability
15.1 Aytebit is liable only for direct damage caused by a failure that can be attributed to it, and only after the client has given written notice of default that allows a reasonable period to remedy the failure, unless remedy is permanently impossible.
15.2 The total liability of Aytebit under an agreement is limited to the amount that the client was invoiced and has paid under that agreement, excluding VAT. For an agreement that lasts longer than 12 months, the limit is the amount invoiced and paid in the 12 months before the event that caused the damage.
15.3 Direct damage means only: the reasonable costs of making the performance of Aytebit conform to the agreement, the reasonable costs of establishing the cause and extent of the damage, and the reasonable costs of preventing or limiting direct damage.
15.4 Aytebit is not liable for indirect damage, including lost profit, lost savings, loss of data, business interruption, damage to reputation and claims by third parties.
15.5 The limits in this article do not apply to damage caused by intent or deliberate recklessness of Aytebit.
15.6 The client indemnifies Aytebit against claims by third parties that arise from the client’s use of the deliverables, except as far as the claim is caused by a failure for which Aytebit is liable under this article.
16. Force majeure
16.1 A party is not liable for a failure caused by circumstances beyond its reasonable control. For Aytebit these include illness of the person carrying out the work, failure of internet, power or third-party services, government measures, and failures of suppliers.
16.2 If the situation lasts longer than 60 days, either party may end the agreement in writing. The work done until then is invoiced.
17. Duration and ending
17.1 The agreement ends when the work has been delivered and paid for, or as the proposal states.
17.2 A party may terminate the agreement in writing if the other party fails materially in its obligations and does not remedy the failure within a reasonable period after written notice.
17.3 A party may terminate the agreement in writing with immediate effect if the other party is declared bankrupt, is granted a suspension of payments, or ceases its business.
17.4 An agreement without an end date may be ended by either party in writing, with one month’s notice.
17.5 The client may cancel a project before it is finished. In that case, and in any other case in which the agreement ends early, the client pays for the work done and the costs incurred or committed up to the end date. Article 10 applies to the parts that have been paid for.
17.6 Provisions that by their nature are meant to continue, including those on intellectual property, confidentiality, liability and governing law, remain in force after the agreement ends.
18. Lapse of claims
Every claim against Aytebit lapses 12 months after delivery of the deliverable to which the claim relates.
19. Governing law and disputes
19.1 Dutch law governs the agreement. The Vienna Sales Convention (CISG) does not apply.
19.2 The parties first try to resolve a dispute by talking to each other. A dispute that remains is submitted exclusively to the competent court of Midden-Nederland in the Netherlands.
20. Changes and language
20.1 Aytebit may change these terms. An agreement is governed by the version in force when the proposal was accepted. For an agreement without an end date, a new version applies 30 days after Aytebit has sent it to the client; a client that objects may end the agreement before that date.
20.2 These terms are written in English. Dutch legal terms in brackets determine the meaning of the English words they follow.
Questions
Questions about these terms can be sent to hello@aytebit.com.
Change log
- Version 1.0, . First version.