Terms and Conditions

1. Definitions

• ScaleLayR: the contractor, established at [ADDRESS], The Netherlands, registered at the Chamber of Commerce (KVK) under number [KVK-NUMBER]
• Client: the natural or legal person entering into an agreement with ScaleLayR
• Services: all services offered by ScaleLayR, including but not limited to: app development, software development, AI implementation, automation and AI training
• Agreement: any arrangement or quotation between ScaleLayR and the client

2. Applicability

These general terms and conditions apply to all offers, quotations, agreements and services of ScaleLayR, unless otherwise agreed in writing. By checking the terms checkbox on our forms or signing a quotation, the client agrees to these terms.

3. Quotations and agreements

• All quotations are non-binding and valid for 30 days, unless stated otherwise
• An agreement is formed when the client accepts a quotation in writing or by email
• Verbal agreements are only binding after written confirmation by ScaleLayR
• Additional or deviating terms of the client do not apply unless expressly accepted in writing

4. Execution of services

• ScaleLayR performs services to the best of its ability, in accordance with the requirements of good craftsmanship
• The client is responsible for timely delivery of all required information, content and materials
• ScaleLayR has the right to have work performed (in part) by third parties
• Stated delivery times are indicative and not binding, unless expressly agreed otherwise

5. Payment

• Invoicing is done in advance per project phase, unless otherwise agreed
• Invoices must be paid within 14 days of the invoice date
• In case of late payment, the client is automatically in default and ScaleLayR is entitled to suspend work
• All stated prices are exclusive of VAT, unless indicated otherwise
• ScaleLayR reserves the right to invoice interim for long-running projects

6. Intellectual property

• All intellectual property rights to materials developed by ScaleLayR (code, designs, documentation) are transferred to the client after full payment, unless otherwise agreed
• ScaleLayR retains the right to use general knowledge, techniques and experience gained during the project for other projects
• The client guarantees that supplied materials do not infringe on the rights of third parties
• ScaleLayR may use the completed project as a reference in portfolio and on the website, unless the client objects in writing

7. Confidentiality

Both parties are obligated to maintain confidentiality of all confidential information received from the other party. This obligation remains in effect after termination of the agreement.

8. Liability

• ScaleLayR's liability is limited to the amount charged for the service in question
• ScaleLayR is not liable for indirect damages, including consequential damages, lost profits, missed savings or damages due to business interruption
• ScaleLayR is not liable for damages caused by incorrect or incomplete information provided by the client
• The client indemnifies ScaleLayR against claims from third parties related to the assignment

9. Termination and cancellation

• The client may terminate the agreement in writing at any time, with a notice period of 14 days
• In case of cancellation after work has commenced, costs already incurred and hours spent are due
• ScaleLayR may terminate the agreement if the client fails to meet its obligations, after a written notice with a reasonable deadline

10. Force majeure

In case of force majeure (including but not limited to: infrastructure failures, pandemic, government measures, strikes), ScaleLayR is not obligated to fulfill any obligation. In case of force majeure lasting more than 60 days, either party may dissolve the agreement.

11. Privacy

ScaleLayR processes personal data in accordance with the General Data Protection Regulation (GDPR). See our privacy policy for full information on how we handle your data.

12. Applicable law and disputes

• All agreements are governed by Dutch law
• Disputes are preferably resolved through mutual consultation
• If that is not possible, disputes will be submitted to the competent court in the district of ScaleLayR's place of business

13. Changes

ScaleLayR reserves the right to modify these terms and conditions. The most recent version is always available on this page. For significant changes, we will notify existing clients by email.