Terms and conditions

These terms apply to RG Digital, a sole trader (eenmanszaak) registered in the Netherlands under KvK number 97419575, VAT number NL005268653B64. Registered address: Cissy van Marxveldtstraat 71, 1321 LL Almere, the Netherlands. Contact: info@rg-digital.dev.

These general terms and conditions apply to all offers, quotations and agreements between RG Digital and the client, unless explicitly agreed otherwise in writing. Any deviating terms of the client are not accepted unless RG Digital has confirmed acceptance in writing.

RG Digital supplies only to clients acting in the course of a profession or business. The agreement is not a consumer contract. If you are entering into it as a private individual, say so before the agreement is concluded, so that the statutory consumer rules can be applied.

RG Digital may amend these terms. An agreement remains governed by the version that applied when that agreement was concluded.

All offers and quotations are without obligation and valid for 30 days unless stated otherwise or withdrawn earlier. An agreement is only concluded once RG Digital has confirmed the order in writing (email is sufficient).

A 30-minute intro call is free and commits you to nothing.

RG Digital will execute the agreed work to the best of its ability, as an independent contractor (opdrachtnemer). Unless a specific result has been explicitly guaranteed, the obligation is one of best efforts (inspanningsverplichting).

The client is responsible for providing, in good time and accurately, the information, access and accounts required to perform the work. RG Digital is not liable for delays or defects caused by incomplete or incorrect information from the client, or by access that is not granted or granted late.

Stated deadlines and schedules are indicative unless a deadline has explicitly been designated as strict (fataal).

If the client wants to add something during the project, or have it done differently than agreed, RG Digital will first set out the consequences for price and schedule. Work outside the agreed scope is only carried out after the client's written approval (email is sufficient) and is invoiced separately.

A fixed price covers the scope as described in the quotation.

Prices are stated in euros and exclude Dutch VAT (btw) unless stated otherwise. The Quickscan price on the website includes VAT. Invoices are due within 14 days of the invoice date, without discount, suspension or set-off. Late payment incurs statutory commercial interest (wettelijke handelsrente, Article 6:119a of the Dutch Civil Code) and reasonable extrajudicial collection costs.

For fixed-price projects up to €5,000 I invoice 50% at the start and 50% on delivery. For projects of €5,000 or more I invoice in three parts: 40% at the start, 40% at a milestone agreed in advance and 20% on delivery. A different split can be agreed in the quotation.

If payment is still outstanding after a written reminder, RG Digital may suspend the work and postpone delivery until payment is received. The consequences for the schedule are for the client's account.

Hosting, domains, integrations (APIs) and third-party software are governed by those parties' own terms. Subscriptions and licences are taken out in the client's name and at the client's expense unless agreed otherwise. RG Digital advises on them and will set them up on request, but has no influence over their price, availability or terms, and is not liable for outages, changes or discontinuation on those parties' side.

If it turns out during the project that a third-party system does not permit the integration required, RG Digital will look for an alternative in consultation with the client. Work already performed remains payable.

The Quickscan consists of a 45-minute conversation (by video, or on site in the Almere area), an analysis of the client's way of working and a report delivered within 5 working days after the conversation.

The Quickscan costs €250 including VAT and is paid in advance. The appointment is confirmed once payment has been received.

• Up to 48 hours before the conversation the client can reschedule or cancel free of charge. On cancellation the full amount is refunded.
• Within 48 hours of the conversation cancelling is no longer possible, but the conversation can still be rescheduled once.
• If RG Digital has to reschedule, the client chooses between a new time and a full refund.
• If the client does not attend the appointment without rescheduling it in time, the Quickscan counts as delivered and the amount is not refunded.

If the client commissions a project within one month of receiving the report, the Quickscan fee is deducted from the first invoice of that project. This only applies if the Quickscan has been paid before that first invoice is sent. After that month the deduction lapses.

The report is advice based on the information the client provides in and after the conversation. Time savings and price estimates in it are estimates; a fixed price only follows in a quotation. The report belongs to the client and may also be used without RG Digital.

Deliverables are provided as described in the agreement. The client has 5 working days after delivery to raise substantiated objections. Absence of timely objection constitutes acceptance.

Minor deviations that do not materially affect the deliverable's usability do not entitle the client to withhold payment.

If the client reports a defect within 30 days of delivery that makes the deliverable deviate from what was agreed, RG Digital will fix it free of charge. New wishes, changes in scope, and problems arising from changes made by the client or third parties, from changed third-party systems, or from incorrect use are not defects and fall under section 5.

After those 30 days, maintenance and further development can be agreed separately.

Code and material developed specifically for the client transfer to the client upon full payment. Where transfer is not possible, the client receives an exclusive, perpetual and transferable licence to it.

RG Digital retains the rights to general frameworks, tools, libraries and pre-existing components created independently of the project and used more widely. Where these are incorporated in a deliverable, the client receives, upon full payment, a non-exclusive, perpetual licence to use them and have them modified as part of that deliverable. RG Digital continues to use those components for other clients.

Until payment is made in full, all rights remain with RG Digital and the client is not entitled to use the deliverable in production.

Both parties agree to keep confidential any information exchanged that is designated as confidential or that can reasonably be understood to be confidential. This obligation continues for 2 years after the end of the agreement.

RG Digital may describe the work performed in its own portfolio and in publications, without the client's name and without details that identify the client, unless the client objects in writing. Naming the client or using their logo requires prior written permission.

Where RG Digital processes personal data for which the client is the controller in the course of the assignment, RG Digital acts as processor: solely on the client's instruction, with appropriate technical and organisational measures, notifying data breaches without undue delay, assisting with data subject requests, and deleting or returning the data at the end of the assignment. Sub-processors are engaged only after notifying the client.

For assignments involving the processing of personal data, the parties enter into a data processing agreement (verwerkersovereenkomst). RG Digital makes one available on request; in the event of conflict, the data processing agreement prevails over these terms. How RG Digital processes the data of site visitors and clients themselves is set out in the privacy policy.

RG Digital's total liability for direct damages is limited to the amount invoiced for the relevant project or, if the project is ongoing, the amount invoiced in the 3 months preceding the event giving rise to the claim.

RG Digital is not liable for indirect or consequential damages, including loss of profit, lost data or business interruption. The client is responsible for working backups of its own systems and data.

A claim lapses if it has not been reported to RG Digital in writing within 12 months of the damage being discovered.

The limitations in this section do not apply in the event of intent or wilful recklessness on the part of RG Digital, nor to liability that cannot be limited by law.

RG Digital is not liable for failure to perform due to circumstances beyond RG Digital's reasonable control, including illness, power outages, internet disruption, outages or changes at suppliers, and other unforeseen events. If the force majeure lasts longer than 30 days, either party may terminate the agreement in writing, settling the work performed.

Either party may terminate the agreement with 14 days' written notice. The client remains liable for work performed up to the termination date; amounts paid in advance for work not yet performed at that point are refunded. RG Digital may terminate immediately if the client fails to pay after a written reminder.

On termination, and after payment for the work performed, RG Digital hands over the deliverables, code and client account details available at that time. The sections on intellectual property, confidentiality, personal data and liability survive termination.

These terms are governed by Dutch law. Disputes will be submitted to the competent court in the district of Midden-Nederland, unless the parties agree to alternative dispute resolution.

Questions about these terms? Email me at info@rg-digital.dev.