Terms and conditions

1 Definitions

Lesierse IT

the contractor and user of these terms.

Client

the business party that enters into an agreement with Lesierse IT.

Agreement

the arrangement between Lesierse IT and the Client, including any quotation or statement of work (SOW).

Services

advice, design, implementation and other work in the field of software, cloud and AI.

Deliverables

the documents, designs, code, configurations and other items that Lesierse IT delivers.

2 Applicability

1. 2.1 These terms apply to all quotations, agreements and work of Lesierse IT.
2. 2.2 Deviations apply only if they have been agreed in writing. The Client’s terms and conditions do not apply, unless Lesierse IT expressly agrees to them in writing.
3. 2.3 In the event of a conflict between the quotation/SOW and these terms, the quotation/SOW prevails.

3 Quotations and formation of the Agreement

1. 3.1 Quotations are valid for 30 days, unless stated otherwise.
2. 3.2 An Agreement is formed as soon as the Client accepts the quotation in writing (including by email) or Lesierse IT starts the work with the Client’s consent.

4 Performance of the Services

1. 4.1 Lesierse IT performs the Services to the best of its knowledge and ability and with the care of a skilled professional. All obligations of Lesierse IT are best-efforts obligations, unless a result has been expressly guaranteed.
2. 4.2 Lesierse IT decides how and in what manner the Services are performed, within the arrangements in the Agreement.
3. 4.3 Lesierse IT may engage third parties to perform the work, after consulting the Client where reasonable.
4. 4.4 Stated deadlines are indicative and never strict deadlines, unless agreed otherwise in writing.

5 Cooperation by the Client

1. 5.1 The Client provides, in good time, all information, access (systems, environments, accounts) and cooperation that Lesierse IT reasonably needs.
2. 5.2 Delays or additional work caused by missing or incorrect information or cooperation are at the Client’s expense.
3. 5.3 The Client remains responsible for its own decisions, backups and security, and for the final choice to use advice and Deliverables.

6 Changes and additional work

1. 6.1 Changes to the assignment are agreed in writing.
2. 6.2 Work outside the agreed scope is additional work and is charged at the applicable rate, also if this affects the schedule.

7 Rates and payment

1. 7.1 All prices are in euros and exclusive of VAT, unless stated otherwise.
2. 7.2 Invoicing is based on hours spent or an agreed fixed price, as stated in the quotation. Lesierse IT may invoice monthly or per milestone.
3. 7.3 Payment must be made within 14 days of the invoice date.
4. 7.4 If payment is late, the Client is in default by operation of law and owes the statutory commercial interest. Extrajudicial collection costs are at the Client’s expense.
5. 7.5 Lesierse IT may suspend the work for as long as the Client does not meet its payment obligations.
6. 7.6 Lesierse IT may index its rates annually. For long-running assignments, the Client is informed of this in advance.
7. 7.7 Cloud costs, licences, API costs and other third-party costs (for example for AI models) are not included in the rates and are at the Client’s expense, unless agreed otherwise.

8 Intellectual property

1. 8.1 All intellectual property rights in the Deliverables remain with Lesierse IT until the Client has paid all amounts due in full.
2. 8.2 After full payment, the Client receives a non-exclusive, non-transferable right to use the Deliverables for internal purposes, unless it has been agreed in writing that the rights are transferred.
3. 8.3 Lesierse IT retains the right to use general knowledge, methods, tools and reusable components that were not developed specifically for the Client for other assignments as well.
4. 8.4 The Client’s existing materials remain the property of the Client. The Client warrants that it is entitled to make them available to Lesierse IT.
5. 8.5 Open-source and third-party software remain subject to their own licence terms. The Client is responsible for complying with them.

9 Confidentiality

1. 9.1 Both parties keep the other party’s confidential information secret and use it only to perform the Agreement.
2. 9.2 This obligation does not apply to information that is public, that has been lawfully obtained from third parties, or that must be disclosed by law or court order.
3. 9.3 The duty of confidentiality continues for 3 years after the Agreement ends.

10 Personal data

1. 10.1 If Lesierse IT processes personal data on behalf of the Client while performing the work, the parties first conclude a data processing agreement in accordance with the GDPR.
2. 10.2 The Client ensures that it provides personal data lawfully and that there is a legal basis for the processing.
3. 10.3 Without prior agreement, the Client does not provide Lesierse IT with special categories of personal data or with production data containing personal data.

11 Specific provisions for AI and cloud

1. 11.1 AI systems can produce incorrect, incomplete or unexpected outcomes. The Client remains responsible for human oversight and for the use of the outcomes, including with regard to laws and regulations (such as the GDPR and the EU AI Act).
2. 11.2 Lesierse IT does not guarantee that third-party AI models or cloud platforms will remain available without interruption, free of errors or unchanged.
3. 11.3 The Client remains responsible for the set-up, management and security of its own cloud environment, unless management is explicitly part of the Agreement.
4. 11.4 Lesierse IT does not use the Client’s data to train AI models, unless the Client gives written permission to do so.

12 Delivery and acceptance

1. 12.1 The Client tests the Deliverables within 10 working days of delivery (or within the period stated in the quotation) and reports defects in writing, stating its reasons.
2. 12.2 Deliverables are deemed accepted if the Client does not respond within that period or puts the Deliverables into production.
3. 12.3 Lesierse IT repairs reported defects within a reasonable period. Minor defects that do not materially hinder use are no reason to refuse acceptance.
4. 12.4 After acceptance, Lesierse IT is not obliged to provide free maintenance or support, unless this has been agreed.

13 Warranty

Lesierse IT repairs demonstrable defects in delivered Deliverables that result from its own work, provided they are reported within 30 days of acceptance. This warranty lapses if the Client or a third party has made changes to the Deliverables without permission.

14 Liability

1. 14.1 The total liability of Lesierse IT for an attributable failure is limited to the amount the Client paid for the assignment concerned in the 12 months before the event that caused the damage, up to a maximum of the amount paid out in that case by the professional liability insurance or, if higher, € 25,000.
2. 14.2 Lesierse IT is not liable for indirect damage, including consequential damage, lost profits, missed savings, loss of or damage to data, and damage due to business interruption.
3. 14.3 Lesierse IT is not liable for damage resulting from incorrect or incomplete information from the Client, from decisions the Client makes on the basis of advice, or from outages or changes at third parties (such as cloud or AI providers).
4. 14.4 The limitations in this article do not apply in the event of intent or deliberate recklessness on the part of Lesierse IT.
5. 14.5 The Client reports damage to Lesierse IT in writing within 30 days of discovering it. Claims expire 12 months after the damage arises.

15 Force majeure

Lesierse IT is not obliged to perform if performance is prevented by force majeure, including outages at cloud or internet providers, cyberattacks, failure of AI services, illness, government measures and other circumstances beyond its reasonable control. If the force majeure lasts longer than 60 days, either party may terminate the Agreement in writing. Work already performed is then paid for.

16 Term and termination

1. 16.1 An Agreement for a fixed term or a defined project ends when the term expires or on delivery. Unless agreed otherwise, ongoing agreements have a notice period of 30 days.
2. 16.2 Either party may terminate the Agreement in writing with immediate effect if the other party commits a material breach that has not been remedied after written notice of default with a reasonable period to remedy it, or if the other party is declared bankrupt or granted a suspension of payments.
3. 16.3 In the event of early termination, the Client pays for all work performed and costs incurred up to that moment.
4. 16.4 If the Client terminates a fixed-price project early without any failure on the part of Lesierse IT, the Client owes the part of the price that corresponds to the work performed.

17 Non-solicitation

During the Agreement and for 12 months afterwards, neither party approaches employees or engaged freelancers of the other party with a view to employment or engagement, without prior written consent.

18 Final provisions

1. 18.1 All agreements are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
2. 18.2 The parties first try to resolve disputes through mutual consultation. If that fails, the competent court in the district of Rotterdam has exclusive jurisdiction.
3. 18.3 If a provision of these terms is null and void or voidable, the other provisions remain in force. The parties then replace that provision with a valid provision that comes as close as possible to the purpose of the original provision.
4. 18.4 Lesierse IT may amend these terms. Amendments apply to new agreements and, for ongoing agreements, 30 days after written notice.
5. 18.5 These terms have been filed with the Netherlands Chamber of Commerce (KvK) under number 42185604.