Terms and conditions

In these terms, the following definitions apply:

• ScaleDock: the company applying these terms, established at Dortherweg 29 in Epse, The Netherlands.
• Client: the company or organisation entering into an agreement with ScaleDock or negotiating one.
• Engagement: all work ScaleDock performs for the client, including product development, software development, AI applications, design, advice, guidance and maintenance.
• Agreement: any arrangement between ScaleDock and the client regarding an engagement, including these terms.
• Delivery: the moment ScaleDock makes a result available to the client or puts it into use.
• Materials: all software, source code, designs, documentation, models, prompts, methods and other works developed or used by ScaleDock.

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

Deviations only apply if confirmed by ScaleDock in writing. Any purchasing or other terms of the client are expressly rejected.

If a provision is void or annulled, the remaining provisions stay in force. The parties will then agree on a replacement provision serving the same purpose as closely as possible.

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

All quotes and proposals from ScaleDock are without obligation and valid for thirty days unless stated otherwise.

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

Amounts, timelines and scope stated in a proposal are based on the information provided by the client. If that information proves incorrect or incomplete, ScaleDock may adjust the proposal.

ScaleDock performs the engagement on a best-efforts basis, to the best of its knowledge and ability. Unless expressly agreed in writing, no results, revenue, growth figures or functional guarantees are promised.

ScaleDock determines how the work is performed, which technology is used and which people are deployed. ScaleDock may engage third parties, to whom these terms also apply.

Timelines are indicative and not strict deadlines unless the parties have expressly agreed otherwise in writing.

Digital products are developed iteratively. The parties accept that insights gained during development may lead to adjustments in scope, priorities or planning.

The client provides all information, access, accounts, licences, content and decisions ScaleDock needs in good time, and appoints one contact person with decision-making authority.

The client warrants the accuracy of the information provided and the rights to any content and data supplied.

If cooperation is not provided, ScaleDock may suspend performance and charge the additional costs and waiting time.

If the client wants changes or additions to the agreed scope, the parties discuss the impact on price and planning before ScaleDock performs them.

Work outside the agreed scope counts as additional work and is invoiced on a time-and-materials basis at the applicable hourly rate.

Minor changes that reasonably fall within the engagement are performed without a separate order.

ScaleDock delivers results in phases or releases. The client reviews a delivery within ten working days.

If the client does not report material defects in writing within that period, or puts the result into production or commercial use, the delivery is deemed accepted.

Minor defects that do not hinder use are not grounds to withhold acceptance. ScaleDock resolves those in a subsequent release.

All prices are in euros and exclude VAT and third-party costs such as hosting, licences, AI usage and payment services, unless stated otherwise.

Invoices are sent monthly or per agreed milestone and must be paid within fourteen days.

In the event of late payment the client is in default without notice and owes the statutory commercial interest under article 6:119a of the Dutch Civil Code, as well as extrajudicial collection costs.

ScaleDock may suspend the work while an invoice is outstanding. Set-off or suspension by the client is not permitted.

ScaleDock may index its rates annually on 1 January and may adjust passed-on third-party costs when those change.

All intellectual property rights in the materials remain with ScaleDock or its licensors until the client has paid everything due under the agreement.

After full payment the client obtains a non-exclusive, worldwide, non-transferable right to use the results developed specifically for the client, for the purpose for which they were developed. Rights are only transferred if agreed in writing.

ScaleDock retains in all cases the rights to its own generic components: frameworks, libraries, boilerplate, platform components, methods, knowledge and experience. ScaleDock may freely reuse those for other engagements and its own products.

The client may not modify, decompile or provide materials to third parties without permission, except where mandatory law allows it.

For open source components, the licence terms of the relevant component apply.

ScaleDock may use third-party AI services when performing the engagement. The terms of those suppliers also apply to that use.

AI output is statistical in nature and may be incorrect or incomplete. The client remains responsible for reviewing the substance and for using that output in its own business processes and communications.

The client warrants that data submitted to AI services may be used and contains no special categories of personal data, unless the parties have expressly agreed otherwise in writing.

ScaleDock may use anonymised data that cannot be traced back to the client in order to improve its services and products.

If ScaleDock processes personal data for the client, the client is the controller and ScaleDock the processor within the meaning of the GDPR. In that case the parties enter into a data processing agreement.

ScaleDock takes appropriate technical and organisational measures to protect personal data, but cannot guarantee absolute security.

In the event of a data breach, ScaleDock informs the client without undue delay so the client can meet its notification obligations.

The parties treat all confidential information received from each other as confidential and use it only to perform the agreement.

This obligation continues after the agreement ends, for as long as the information is confidential in nature.

After consultation, ScaleDock may name the client as a reference and communicate about the cooperation in general terms, unless the client objects in writing.

Maintenance, hosting, monitoring and support are only part of the engagement if expressly agreed, together with the applicable response times and availability.

Without separate service level arrangements, ScaleDock will make reasonable efforts to resolve incidents during office hours within a reasonable period, without guaranteeing uninterrupted availability.

Third-party services such as hosting, payment providers and AI suppliers are outside ScaleDock's control. Outages there are not a breach by ScaleDock.

ScaleDock is only liable for direct damage resulting from an attributable breach.

Liability is limited per event to the amount the client paid for the relevant engagement in the six months preceding the event causing the damage, with a maximum of EUR 25,000 per calendar year.

Liability for indirect damage is excluded, including consequential loss, lost profit, lost revenue, lost savings, loss of goodwill, reputational damage, loss of data and damage caused by business interruption.

These limitations do not apply in the event of intent or wilful recklessness by ScaleDock or its management.

Any claim lapses twelve months after the client discovered the damage or could reasonably have discovered it.

The client indemnifies ScaleDock against third-party claims relating to content, data or instructions supplied by the client.

In the event of force majeure, obligations are suspended. Force majeure includes failure or disruption of internet, hosting, cloud or AI services, cyberattacks, power outages, illness of key personnel, government measures and shortcomings of suppliers.

If the force majeure lasts longer than sixty days, either party may terminate the agreement in writing for the part not yet performed, without liability for damages. Work already performed is settled.

Fixed-term engagements end upon completion. Ongoing engagements and subscriptions may be terminated by either party in writing with one calendar month's notice, unless agreed otherwise.

Either party may terminate the agreement with immediate effect if the other party remains in default after written notice, or in the event of bankruptcy, suspension of payments or cessation of business.

When the agreement ends, provisions that by their nature continue remain in force, including intellectual property, confidentiality and liability.

On request, and at the applicable hourly rate, ScaleDock provides reasonable assistance with the transfer of code, accounts and documentation, provided all invoices have been paid.

During the cooperation and for one year thereafter, the client will not employ or directly engage employees or regular collaborators of ScaleDock without ScaleDock's prior written consent.

ScaleDock is free to work for other clients, including within the same market, while observing confidentiality.

ScaleDock may amend these terms. For ongoing agreements, ScaleDock announces an amendment at least thirty days before it takes effect.

If the amendment is materially disadvantageous to the client, the client may terminate the agreement in writing with effect from the date the amendment takes effect.

Complaints about performance or an invoice must be reported in writing within fourteen days of discovering the issue, with a clear description.

A complaint does not suspend the payment obligation. The parties will make efforts to resolve complaints by mutual consultation.

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

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

Questions about these terms can be sent to info@scaledock.com.