General Terms & Conditions

1. Definitions

• "Company" refers to Atech Consultancy BV, registered in the Netherlands (KvK: 57140235), with its registered office at Tolhuislaan 223, 3072LP Rotterdam.
• "Client" refers to the party engaging the Company for services.
• "Services" refers to consultancy, architecture, implementation, and engineering services provided by the Company.
• "Agreement" refers to the statement of work, engagement letter, or other written agreement between the Company and the Client that defines the scope of a specific engagement.
• "Deliverables" refers to all work product created by the Company during an engagement, including but not limited to code, documentation, designs, and reports.

2. Acceptance

These terms apply to all offers, Agreements, and Services provided by the Company. By signing an Agreement, issuing a purchase order, or otherwise engaging the Company for Services, the Client accepts these terms.

Any deviations from these terms are only valid if agreed upon in writing in the relevant Agreement.

3. Scope of Services

Services are defined in individual Agreements (statements of work or engagement letters) between the Company and the Client.

The Company provides systems architecture consultancy and hands-on implementation across backend, frontend, embedded, and hardware engineering disciplines.

The specific scope, timelines, deliverables, and acceptance criteria for each engagement are agreed upon in the relevant Agreement. Work outside the agreed scope requires a separate Agreement or a written amendment.

4. Fees and Payment

• Fees: All fees are specified in the applicable Agreement. Unless otherwise stated, fees are exclusive of VAT.
• Invoicing: Invoices are issued monthly or per milestone, as agreed in the relevant Agreement.
• Payment terms: Invoices are due within 30 days of the invoice date, unless otherwise agreed in writing.
• Currency: All fees are denominated in EUR, unless otherwise agreed.
• Payment methods: Payments can be made via bank transfer or through Stripe.
• Late payments: If payment is not received within the agreed term, the Company will send a reminder. Statutory commercial interest under Dutch law (Article 6:119a BW) will be charged on overdue amounts after the reminder period. Reasonable extrajudicial collection costs will also be charged.

5. Refunds and Cancellations

Fees for completed work are non-refundable. If the Client terminates an Agreement before completion, the Client pays for all work completed and expenses incurred up to the termination date.

If the Company has received a prepayment or deposit for work not yet performed, the unused portion will be refunded within 30 days of termination.

Refunds for payments made via Stripe will be processed through Stripe. Refunds for bank transfers will be made to the originating account.

6. Intellectual Property

Deliverables

Ownership of Deliverables transfers to the Client upon full payment of all fees related to the engagement, unless otherwise agreed in writing.

Pre-existing IP

The Company retains ownership of all pre-existing intellectual property, including tools, frameworks, libraries, methodologies, and know-how that existed before the engagement or that were developed independently of the engagement.

License grant

Where Deliverables incorporate pre-existing IP owned by the Company, the Client receives a perpetual, non-exclusive, royalty-free license to use that pre-existing IP as part of the Deliverables, for the purpose for which they were created.

Open source

If the Deliverables include open-source software components, the Company will disclose these components and their applicable licenses. Open-source components remain subject to their original license terms.

7. Confidentiality

Both parties agree to keep confidential all non-public information shared during the engagement. This includes technical details, business information, project specifics, pricing, and any other information marked as confidential or reasonably understood to be confidential.

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available without breach of this agreement
• Was already known to the receiving party before disclosure
• Is independently developed by the receiving party
• Is required to be disclosed by law, regulation, or court order (with prompt notice to the disclosing party where permitted)

Confidentiality obligations survive termination of the Agreement for a period of 2 years.

8. Liability

The Company's total liability arising from or related to any engagement is limited to the total fees actually paid by the Client for that specific engagement.

The Company is not liable for indirect, consequential, incidental, or special damages, including but not limited to loss of profit, loss of data, business interruption, or reputational harm.

Nothing in these terms limits liability for willful misconduct or gross negligence by the Company.

The Client is responsible for decisions made based on the Company's advice. The Company provides professional guidance, but the Client retains ultimate responsibility for implementation decisions and their outcomes.

9. Warranties

The Company warrants that Services will be performed with reasonable professional skill and care, in accordance with generally accepted industry standards.

The Company does not warrant that Deliverables will be entirely free of defects. Software is inherently complex, and while the Company applies rigorous quality practices, it cannot guarantee the absence of all bugs or errors.

Defects in Deliverables that are reported in writing within 30 days of delivery will be corrected at no additional cost, provided the defect falls within the originally agreed scope.

10. Termination

• Termination by notice: Either party may terminate an Agreement with 30 days' written notice.
• Termination for breach: Either party may terminate immediately if the other party commits a material breach and fails to cure that breach within 14 days of receiving written notice.
• Upon termination: The Client pays for all work completed up to the termination date. The Company delivers all work-in-progress and Deliverables completed to that point.
• Surviving obligations: Confidentiality, intellectual property, and liability provisions survive termination of the Agreement.

11. Force Majeure

Neither party is liable for delays or failure to perform obligations due to circumstances beyond reasonable control. This includes, but is not limited to, natural disasters, war, government actions, pandemics, power failures, internet outages, and cyberattacks.

The affected party must notify the other party promptly and take reasonable steps to mitigate the impact. If the force majeure event continues for more than 60 days, either party may terminate the affected Agreement without liability.

12. Data Processing

Where the Company processes personal data on behalf of the Client during an engagement, the Company acts as a data processor under the GDPR. The parties will enter into a separate data processing agreement (DPA) where required by applicable law.

The Company will process Client data only as necessary to perform the Services and in accordance with the Client's documented instructions. The Company will implement appropriate technical and organizational measures to protect personal data.

The Company's own privacy policy, available at atechcon.nl/privacy, governs the processing of personal data collected through the Company's website and direct communications.

13. Governing Law and Disputes

These terms and all Agreements are governed by the laws of the Netherlands.

In the event of a dispute, the parties will first attempt to resolve the matter through good-faith negotiation. If the dispute cannot be resolved through negotiation within 30 days, the Rotterdam District Court (Rechtbank Rotterdam) has exclusive jurisdiction.

14. Changes to These Terms

The Company may update these general terms and conditions. Changes will be posted on this page with an updated date.

Changes to these terms do not affect Agreements that are already in effect. Existing engagements continue under the terms that applied at the time the Agreement was signed.

15. General Provisions

Severability

If any provision of these terms is found to be invalid or unenforceable, the remaining provisions remain in full force and effect. The invalid provision will be replaced by a valid provision that reflects the original intent as closely as possible.

Entire agreement

These terms, together with the applicable Agreement, constitute the entire agreement between the parties regarding the subject matter. They supersede all prior or contemporaneous oral or written communications and proposals.

Waiver

Failure by either party to enforce any provision of these terms does not constitute a waiver of that provision or the right to enforce it at a later time.

Assignment

The Client may not assign or transfer any rights or obligations under these terms without the prior written consent of the Company. The Company may assign its rights and obligations to a successor entity in the event of a merger, acquisition, or sale of substantially all of its assets.

16. Contact

For questions about these terms, please contact us:

• Atech Consultancy BV
• Tolhuislaan 223, 3072LP Rotterdam, Netherlands
• Email: info@atechcon.nl