Article 1. Who and what
1.1 These terms apply to all quotations, offers and agreements between Bravio (Dutch Chamber of Commerce 63397560, hereinafter "Bravio", "we") and its clients (hereinafter "you", "the client").
1.2 In these terms: Blueprint: the fixed-price preliminary study in which we map out how you work today and deliver a build plan. Phase: a defined part of the build with its own description, price and delivery. Workspace: the software we build to measure for you. Subscription: the ongoing service for hosting, maintenance and further development.
1.3 Deviations from these terms apply only where we have agreed them in writing. Purchasing or other terms of the client do not apply.
Article 2. Quotations and formation
2.1 Our quotations are valid for 30 days, unless stated otherwise.
2.2 An agreement comes into being as soon as you accept a quotation in writing (email included), or as soon as we begin work in consultation with you.
2.3 Obvious mistakes or clerical errors in a quotation do not bind us.
Article 3. The Blueprint
3.1 The Blueprint has a fixed price and a fixed scope, as described in the quotation. You receive the results in a form you can carry on with, with or without us.
3.2 If within 6 months of delivery of the Blueprint you decide to build with Bravio, we offset the amount named in the quotation against the first build phase.
Article 4. Building in phases
4.1 We build in phases. Per phase we agree in writing beforehand what we deliver, when, and at what price.
4.2 After each phase you decide whether we continue with the next one. There is no obligation to take further phases.
4.3 A phase is delivered when the agreed result is available and working and you have had the chance to assess it. If within 14 days of delivery you report no defects that touch on the agreed description, the phase counts as accepted. Defects you do report, we repair at no extra cost.
4.4 Changes to the scope of a running phase are discussed first. We carry out additional work only after your written agreement on content and price.
Article 5. Your cooperation
5.1 A good result needs your input: access to relevant information, timely feedback, and one point of contact with authority to decide.
5.2 If a phase is delayed because agreed input does not arrive, the planning shifts and demonstrable extra costs may be charged on in consultation.
Article 6. Prices and payment
6.1 All prices exclude VAT.
6.2 The payment term is 14 days from the invoice date. Per phase we may invoice part in advance and part on delivery; that is then stated in the quotation.
6.3 The subscription is invoiced monthly in advance.
6.4 In the event of late payment we first send a reminder with a reasonable term. If payment still does not follow, we may charge statutory commercial interest and reasonable collection costs, and suspend the work until payment is received.
Article 7. Subscription: hosting, maintenance and further development
7.1 The subscription covers what is stated in the quotation, such as hosting, monitoring, updates and an agreed amount of further development.
7.2 The subscription can be cancelled monthly with one calendar month's notice, unless agreed otherwise.
7.3 On termination of the subscription we help you with a proper handover: you receive your data (article 9) and, in the case of a buy-out or an earlier transfer of ownership, the source code and documentation.
7.4 We announce price changes to the subscription at least two months in advance. If you do not agree, you can cancel with effect from the date the change takes effect.
Article 8. Ownership and right of use
8.1 On a buy-out: after payment in full, the intellectual property rights in the work built to measure for you transfer to you, including source code and documentation.
8.2 On a subscription: you have an exclusive right to use the workspace built for you for as long as the subscription runs. You can buy out at any moment; we set out the terms for that in the quotation beforehand.
8.3 General knowledge, methods, frameworks and reusable building blocks that were not made specifically for you remain Bravio's. Open-source components remain subject to their own licences.
8.4 We may name the assignment in general terms as a reference (the name and the nature of the work), unless you tell us you would rather we did not. For cases with substantive detail we always ask your agreement first.
Article 9. Your data
9.1 All data that you or your clients put into the workspace stays yours.
9.2 You can export your data at any moment in a common, machine-readable format. On termination of the cooperation we deliver a full export on request and then remove your data from our systems, observing statutory retention obligations.
9.3 Where we process personal data on your behalf, we enter into a data processing agreement. See also our privacy statement.
Article 10. Confidentiality
10.1 Both parties keep the other's confidential information secret, including after the cooperation ends. Confidential means anything you can reasonably know is not intended for third parties.
Article 11. Liability
11.1 Our liability per event is limited to the amount you paid us in the six months preceding the event for the assignment or the subscription from which the damage arises.
11.2 We are not liable for indirect damage, such as lost profit, missed savings or damage through business interruption, except in the case of intent or deliberate recklessness.
11.3 You arrange an up-to-date backup of data outside the systems we manage yourself, in so far as we have not expressly agreed that as a service.
11.4 Every claim lapses 12 months after you became aware of the damage.
Article 12. Force majeure
12.1 In the event of force majeure (including faults at hosting providers, internet outages and other circumstances outside our reasonable control) our obligations are suspended for as long as the force majeure lasts. If it lasts longer than 60 days, both parties may dissolve the agreement for the part not yet performed, with no compensation either way.
Article 13. Termination
13.1 You cannot cancel a running phase mid-way, but you are never tied to further phases (article 4.2).
13.2 Both parties may dissolve the agreement in writing if the other falls materially short and continues to do so after a reasonable period to put it right, or in the event of the other's bankruptcy or suspension of payments.
13.3 On termination you pay for the work performed up to that moment. The articles on ownership, data, confidentiality and liability continue to apply afterwards.
Article 14. Applicable law
14.1 Dutch law applies to all agreements.
14.2 We put disputes to each other first, to resolve them together. If we do not get there, the competent court in Bravio's place of business has jurisdiction.
Article 15. Finally
15.1 If we amend these terms, the version in force at the time of entering into it applies to running agreements.
15.2 Questions about these terms? Email hello@bravio.nl. We are happy to explain why a provision is there.
15.3 This is a translation of our Dutch terms and conditions. Where the two differ, the Dutch text applies.