Terms and conditions

In these terms, the following definitions apply:

• ScaleDock: ScaleDock B.V., located at Dortherweg 29, Epse, the Netherlands, registered with the Dutch Chamber of Commerce under number 71658335.
• Client: the company or organisation that enters into, or negotiates, an agreement with ScaleDock.
• Engagement: the work ScaleDock carries out for the client, such as software and AI development, product development, design, advice, guidance, hosting and maintenance.
• Agreement: any arrangement between ScaleDock and the client about an engagement, including the statement of work and these terms.
• Statement of work: the proposal, quote or working document setting out scope, deliverables, dependencies, planning, price and acceptance criteria.
• SLA: a separate arrangement on maintenance, availability, support and response times.
• Data processing agreement: the agreement on the processing of personal data within the meaning of Article 28 GDPR.
• In writing: on paper or by email, or through another digital channel agreed by the parties.
• Working days: Monday to Friday, excluding Dutch public holidays.
• Defect: a demonstrable deviation from the specifications or acceptance criteria agreed in the statement of work.
• Custom work: software, designs and documentation that ScaleDock develops specifically for the client.
• Building blocks: existing, reusable components of ScaleDock, such as frameworks, platform components, templates, libraries, prompts and methods, which ScaleDock also uses for other engagements and its own products.
• Third-party services: services and software of other parties, such as hosting, cloud platforms, payment services, AI models and open-source components.
• Client materials: all content, data, trademarks, documents and other materials supplied by the client.

These terms apply to all quotes, engagements and agreements of ScaleDock, and to follow-up engagements.

ScaleDock works exclusively for companies and organisations. These terms are not intended for consumers.

Deviations apply only if agreed in writing. The client's purchasing or other terms do not apply.

In case of conflict, the following order applies: (1) the individual agreement, (2) the data processing agreement, insofar as personal data is concerned, (3) any SLA, (4) the statement of work, (5) these terms.

If a provision is void or annulled, the remaining provisions continue to apply. The parties will then agree a replacement provision that serves the same purpose as closely as possible.

Quotes from ScaleDock are non-binding and valid for thirty days, unless stated otherwise.

An agreement is formed once the client accepts a proposal in writing, or once ScaleDock starts the work with the client's consent.

The statement of work sets out what ScaleDock delivers: scope, deliverables, dependencies on the client and third parties, planning, price and acceptance criteria.

Amounts, lead times and scope are based on the information provided by the client. If that information turns out to be materially incorrect or incomplete, ScaleDock will say so and the parties will adjust the proposal together.

For advice, research, validation, experiments and time-and-materials work, ScaleDock has a best-efforts obligation: ScaleDock works carefully and to the best of its ability, without guaranteeing any particular result, revenue or growth.

Where the statement of work sets out concrete functionality to be delivered, ScaleDock delivers that functionality according to the agreed specifications. The best-efforts obligation does not detract from this.

ScaleDock decides how the work is done, which technology is used and which people are deployed, within what the statement of work sets out. ScaleDock may engage third parties and remains responsible for their work.

Deadlines are target dates, unless the parties have agreed a strict deadline in writing. If a deadline is at risk, ScaleDock reports this as soon as possible.

Digital products are developed step by step. New insights may lead to adjustments in scope, priorities or planning; such adjustments follow article 6.

The client provides in time the information, access, accounts, licences, content and decisions set out in the statement of work or reasonably needed by ScaleDock, and appoints one contact person with decision-making authority.

The client is responsible for the accuracy of the information supplied and for the rights to client materials.

If the work is delayed because cooperation is lacking, ScaleDock warns the client in writing as early as possible. Only after that may ScaleDock suspend the work and charge demonstrable extra costs and waiting time at the agreed rate. ScaleDock keeps those costs as low as is reasonable, for example by assigning people to other work in the meantime.

Work outside the agreed scope is additional work. ScaleDock only carries out additional work after the client has approved in writing the rate or an estimate and the effect on the planning.

Every change or addition to the agreed scope counts as additional work, however small, and is invoiced at the applicable rate.

If ScaleDock notices during the work that something falls outside the scope, ScaleDock reports this before the work starts.

ScaleDock delivers results in phases or releases and announces each delivery in writing, with a short description of what has been delivered.

The client tests the delivery within five working days against the agreed acceptance criteria. The client reports any defects found within that period in writing, with a clear description.

ScaleDock repairs reported defects within a reasonable period and delivers again. A new test period of five working days applies to the repaired part.

The delivery is accepted when the client approves it in writing, when the test period ends without a reasoned report of defects, or when the client puts the result into production or commercial use. Use in a test or agreed pilot environment does not count as acceptance.

Minor defects that do not materially hinder use are no reason to withhold acceptance. ScaleDock records them and repairs them within a reasonable period agreed together, as part of the engagement.

After acceptance, repairing defects is not part of the engagement, unless an SLA provides for it. Without an SLA, ScaleDock carries out repairs after acceptance at the applicable rate. This does not affect the client's statutory rights for defects that ScaleDock knew or should reasonably have known about at acceptance and did not disclose.

Prices are in euros and exclude VAT. The statement of work states whether a fixed price, time and materials or an estimate applies, and when invoices are sent. An estimate is an approximation; if it is likely to be exceeded by more than ten percent, ScaleDock reports this in advance.

For custom work, the client pays an advance at the start. The amount is stated in the statement of work. ScaleDock starts once the advance has been received. Advance payments are set off against later invoices.

Costs of third-party services, such as hosting, licences and AI usage, are charged separately and transparently, at cost or with a mark-up stated in the statement of work. The parties may agree a budget limit per engagement; ScaleDock then warns when it is approaching and does not exceed it without approval.

Invoices must be paid within fourteen days. In case of late payment, the statutory commercial interest (Article 6:119a Dutch Civil Code) is due and, after a written reminder with a fourteen-day period, also extrajudicial collection costs according to the statutory scale.

If a due invoice remains unpaid after a written reminder with a period of at least seven days, ScaleDock may suspend the work.

If the client disputes an invoice with reasons within fourteen days, the client pays the undisputed part on time and the parties seek a solution for the disputed part together.

ScaleDock may adjust its rates once a year in line with the CBS consumer price index (CPI, all households) for the previous year. ScaleDock announces this in writing at least thirty days in advance.

Client materials remain the client's. The client grants ScaleDock the right of use needed to carry out the engagement.

The intellectual property rights in custom work transfer to the client once the client has paid all due invoices from ScaleDock, including those for other engagements. Until then, the client has a right of use for test and pilot purposes. The parties will cooperate in whatever else is needed for the transfer.

Building blocks remain ScaleDock's. Insofar as building blocks are incorporated in the delivered product, the client receives after payment a perpetual, non-exclusive, worldwide right to use, commercially exploit, offer to end users, have maintained and modify the product, including by another supplier. This right of use transfers with the product or the client's business. The client may not sell or license the building blocks separately from the product.

ScaleDock may freely reuse building blocks, knowledge and experience for other engagements and its own products, without using client materials or the client's confidential information.

Open-source components and third-party services are subject to their own licence terms. ScaleDock reports in advance if such a licence brings material restrictions for the intended use.

After payment, ScaleDock delivers the source code, documentation and access to repositories and accounts of the custom work, at the time and in the manner set out in the statement of work, or otherwise no later than the end of the engagement.

ScaleDock uses AI in two ways: as a tool during development, and as functionality in the product ScaleDock delivers. ScaleDock remains responsible for the quality of its own work, also when AI was used.

For AI functionality in the product, the parties agree in the statement of work which AI providers are used, who handles configuration and testing, and where human oversight is needed. ScaleDock is responsible for a careful implementation. The client is responsible for the actual use of AI output in its own business and communication.

AI output can be inaccurate or incomplete. That is not a defect in itself, unless the output deviates from what was agreed in the acceptance criteria or results from an implementation error by ScaleDock.

ScaleDock only sends client materials, personal data and confidential information to AI providers when needed for the engagement and in line with the arrangements with the client and the data processing agreement. Whether such data may be used by a provider for training is agreed per engagement.

ScaleDock does not use client materials to improve its own products without separate written permission. Pseudonymised data does not count as anonymous for this purpose.

Which rules apply to AI applications, such as the EU AI Act, depends on the application and the role of the parties. The parties assess this per engagement.

The role of each party under the GDPR is determined per processing activity, based on the actual situation. If ScaleDock processes personal data on behalf of the client, the parties enter into a data processing agreement before that processing starts.

The data processing agreement covers, among other things, the client's instructions, the use of sub-processors, transfers outside the EEA, security measures, data breach notification, assistance with data subject requests, audits, and the return or deletion of data.

These terms and ScaleDock's privacy statement do not replace a data processing agreement.

ScaleDock takes appropriate technical and organisational measures to secure data. In the event of a security incident, ScaleDock informs the client without undue delay.

The parties keep each other's confidential information secret and use it only to perform the agreement. Employees and engaged third parties are bound by the same confidentiality.

This does not apply to information that is already public, that a party already lawfully had, or that a party must disclose by law or court order.

Confidentiality continues after the agreement ends, for as long as the information is confidential.

Maintenance, hosting, monitoring and support are only part of the engagement if agreed in an SLA or the statement of work. That agreement sets out availability, support hours, response times, backups, recovery and security updates.

Without an SLA, ScaleDock provides no standard support or maintenance after acceptance. On request, ScaleDock helps at the applicable rate, without fixed response times.

Third-party services the client has contracted directly are the client's responsibility. For third-party services that ScaleDock selects and sets up, ScaleDock is responsible for careful selection, configuration and security, but not for outages beyond its control.

ScaleDock is liable for direct damage resulting from an attributable failure, after the client has given ScaleDock written notice of default with a reasonable period to remedy it, unless remedy is no longer possible.

Liability is limited to the amount (excluding VAT) the client paid for the engagement concerned in the six months before the event causing the damage, with a maximum of EUR 25,000 per calendar year. Related events count as one event.

ScaleDock holds liability insurance. If that insurance pays out in a given case, liability is limited to the lower of the amount in the previous paragraph and the amount paid by the insurer.

Liability for indirect damage is excluded, such as consequential loss, lost profit, lost savings, reputational damage and damage due to business interruption. Costs of restoring lost data count as direct damage if ScaleDock caused the loss and was responsible for the backups.

These limitations do not apply in case of intent or deliberate recklessness of ScaleDock or its management.

A claim lapses twelve months after the client discovered, or could reasonably have discovered, the damage.

The client indemnifies ScaleDock against third-party claims arising from client materials or the client's instructions, except where the damage was caused by ScaleDock itself or ScaleDock should have flagged an obvious problem.

In case of force majeure, the obligations of the affected party are suspended. Force majeure covers circumstances beyond that party's reasonable control, such as large-scale outages at internet or cloud providers, power failures, natural disasters and government measures.

A cyberattack or supplier outage is not force majeure if it results from failing to meet one's own security or care obligations, or if its effects could have been prevented with reasonable measures.

The affected party reports force majeure as soon as possible, limits its effects as far as possible and resumes the work as soon as it can.

If force majeure lasts longer than sixty days, either party may terminate the agreement in writing for the part not yet performed. Work already done is settled.

A project engagement ends after the final delivery and acceptance. Ongoing engagements and SLAs can be terminated in writing with one calendar month's notice, unless agreed otherwise.

The client may end a project engagement early. The client then pays for the work done up to that point, demonstrable costs that ScaleDock can no longer cancel, and a fee for the capacity reserved for the engagement: 25 percent of the engagement value not yet invoiced, unless agreed otherwise. The advance payment is set off against this.

Either party may terminate the agreement if the other party remains in breach after written notice of default with a reasonable remedy period, or in case of the other party's bankruptcy or suspension of payments.

Suspension is temporary and is not termination. A party suspending its obligations reports this in writing with the reason.

When the agreement ends, an exit procedure applies. Within thirty days, ScaleDock delivers the source code, documentation and account details of paid custom work, and the client materials and data in a common format. Reasonable support for handover to the client or a new supplier is provided at the applicable rate.

Returning client data and meeting privacy obligations do not depend on payment of outstanding invoices. After handover, ScaleDock deletes client data in accordance with the data processing agreement or, if there is none, within a period agreed together, unless the law requires retention.

Provisions that by their nature continue remain in force after the end, such as intellectual property, confidentiality and liability. Rights the client has already obtained remain in place.

During the engagement and for six months afterwards, the client does not hire ScaleDock employees who were involved in the engagement without prior consultation and ScaleDock's written consent. ScaleDock will not withhold consent unreasonably.

If ScaleDock makes personnel available within the meaning of the Dutch Placement of Personnel by Intermediaries Act (Waadi), this article does not apply insofar as it conflicts with the statutory prohibition on such restrictions.

ScaleDock is free to work for other clients, including in the same market, subject to confidentiality.

The version of these terms that applied when an engagement was agreed continues to apply to that engagement. ScaleDock sends that version with the proposal or engagement confirmation.

For ongoing engagements and SLAs, ScaleDock may apply a new version by announcing it in writing at least thirty days in advance. If the change is materially disadvantageous to the client, the client may terminate the engagement as of the effective date.

Complaints about delivered work follow the procedure in article 7. Other complaints about the work or an invoice are reported by the client within a reasonable period after the problem is discovered, in writing and with a clear description.

The parties will try to resolve complaints together. This article does not limit any rights the client has under article 14 or the law.

If ScaleDock and a founder build a new company together, shares, control, contributions, profit sharing and responsibilities are set out in a separate agreement. These terms do not cover that.

Engagements involving the supply of hardware, IoT applications or the provision of personnel require additional arrangements, which the parties make in writing per engagement.

ScaleDock only uses the client's name or logo, or a description of the collaboration, as a reference after the client's prior written consent.

All agreements and these terms are governed exclusively by Dutch law. The Vienna Sales Convention (CISG) is excluded.

Disputes are submitted to the competent court of the District Court of Overijssel, unless the parties jointly choose mediation.

Questions about these terms can be asked on +31 6 47 17 71 01.