Terms and Conditions

Last updated on January 1, 2025

1. Definitions

  1. Client: The party that commissions Xander AppWorks to perform services.
  2. Xander AppWorks: The sole proprietorship based in Vlissingen, Chamber of Commerce 89591747.
  3. Services: The services provided by Xander AppWorks, including but not limited to the development of web applications and related IT services.

2. Applicability of Terms

  1. These terms apply to all offers, agreements, and services by Xander AppWorks, unless explicitly agreed otherwise in writing.
  2. They also apply to all agreements involving third parties on behalf of Xander AppWorks.
  3. If any term conflicts with the agreement, the terms in the agreement prevail.
  4. Xander AppWorks reserves the right to unilaterally amend these terms. Clients will be notified via email of such changes, which also apply to existing agreements after a 30-day notice period.
  5. The applicable version is the one in effect at the time of agreement or the latest version sent to the Client.
  6. Client's general (purchase) terms do not apply to the agreement.

3. Offers

  1. All offers are non-binding and valid for 30 days unless otherwise stated. Offers are only binding if confirmed in writing by the Client within 30 days.
  2. Prices listed are exclusive of VAT unless stated otherwise.
  3. Xander AppWorks reserves the right to deny service or access without reason.

4. Execution of the Agreement

  1. Xander AppWorks will perform the agreement to the best of its knowledge and abilities, based on the Client’s needs and current industry standards.
  2. Tasks may be outsourced to third parties, for which Xander AppWorks remains responsible.
  3. The Client must provide all necessary data on time. If not, Xander AppWorks may suspend work and charge any delay-related costs.
  4. Xander AppWorks is not liable for damages resulting from incorrect or incomplete data provided by the Client, unless it should have been reasonably aware.
  5. If work is agreed to be delivered in phases, progress to the next phase requires written approval of the prior phase.
  6. If hosting or system services are included, Xander AppWorks will strive for high availability but is not liable for outages caused by third-party services or external factors.
  7. Xander AppWorks may implement improvements without prior notice to the Client.

5. Duration

  1. Agreements are entered into for an indefinite period unless stated otherwise in writing.
  2. Any agreed deadlines are not binding unless explicitly stated.
  3. The Client must first give written notice before Xander AppWorks can be considered in default.

6. Changes to the Agreement

  1. If changes to the scope arise during execution, parties will mutually adjust the agreement.
  2. This may affect delivery timelines, and Xander AppWorks will notify the Client promptly.
  3. If changes affect price or quality, the Client will be informed in advance.
  4. If a fixed fee is agreed, Xander AppWorks will indicate how much any change affects that fee.
  5. No extra charges apply if changes are due to causes attributable to Xander AppWorks.

7. Confidentiality and Data Processing

  1. Both parties agree to keep confidential any sensitive information exchanged during the agreement, regardless of the source.
  2. This applies even if the data was not explicitly marked as confidential.
  3. Confidential information includes non-public data about Xander AppWorks’s services, business processes, software, source code, etc.
  4. If Xander AppWorks processes personal data on behalf of the Client, a data processing agreement will be established.

8. Intellectual Property

  1. Xander AppWorks retains all intellectual property rights under the Copyright and Database Acts.
  2. All materials (reports, sketches, software, etc.) are for the Client's internal use and may not be shared or published without prior written consent.
  3. Xander AppWorks may reuse knowledge gained, excluding confidential information.
  4. Software may include:
    1. Custom code developed specifically for the Client
    2. Functionality from Xander AppWorks’s proprietary libraries
    3. Open source components
  5. All intellectual property remains with Xander AppWorks. The agreement does not transfer any rights unless explicitly stated.
  6. The Client receives a non-exclusive right to use and maintain custom code internally. Exploitation beyond maintenance is not allowed.
  7. For proprietary libraries, only compiled versions are delivered. Source code remains the property of Xander AppWorks.
  8. Open source components are provided “as is” and governed by their respective licenses.
  9. For all components combined, the Client receives a non-exclusive right to use the software internally for its intended purpose.

9. Termination

  1. Either party may terminate the agreement in writing with one month’s notice.
  2. Xander AppWorks may terminate immediately if the Client is in default.
  3. Termination does not entitle the Client to a refund of prepaid amounts.

10. Suspension and Dissolution

  1. Xander AppWorks may suspend obligations if the Client breaches the agreement.
  2. Xander AppWorks may demand immediate payment if:
    1. There is reason to believe the Client won’t fulfill obligations.
    2. The Client fails to provide requested security for payment.
  3. In such cases, Xander AppWorks may dissolve the agreement and still charge for work done and seek compensation.

11. Complaints

  1. Complaints must be reported in writing within 8 days of discovery and no later than 14 days after work completion.
  2. If justified, Xander AppWorks will re-execute the work unless this is demonstrably pointless.
  3. If correction is not possible, liability is limited as per Article 14.

12. Pricing and Invoicing

  1. For quotes and agreements where a fixed fee is offered or agreed upon, the provisions in items 2 and 5 of this article apply. If no fixed fee is agreed, the provisions in items 3 and 4 apply. Parties may agree on a fixed fee when entering into the agreement. All fees are exclusive of VAT.
  2. Parties may agree on a fixed price, exclusive of VAT. If no fixed price is agreed, the final price will be based on the actual hours worked, calculated using the applicable hourly rates of Xander AppWorks in effect during the period in which the work is performed, unless otherwise agreed.
  3. Any cost estimates are exclusive of VAT.
  4. For projects longer than 4 weeks, invoicing will take place periodically.
  5. If Xander AppWorks and the Client agree on a fixed price or hourly rate, Xander AppWorks reserves the right to increase that price or rate. Xander AppWorks may pass on price increases if it can be demonstrated that significant cost changes have occurred between the time of offer and delivery, such as wage increases.
  6. Notwithstanding the above, Xander AppWorks is entitled to index prices and rates annually in accordance with the CBS Services Price Index (2021=100).

13. Payment

  1. Payment must be made within 30 days of the invoice date. Late payments incur interest (2% monthly or statutory rate, whichever is higher).
  2. In case of liquidation or bankruptcy, all obligations become immediately due. Payments apply first to interest and oldest invoices.

14. Liability

  1. Liability is limited to:
    1. The amount paid by the insurance policy; or
    2. Three most recent invoices or max €100,000 per year, or €10,000 if fewer than 3 invoices.
  2. No liability for indirect damages, loss of data, or system failures.
  3. These limits don’t apply in cases of intent or gross negligence.
  4. Xander AppWorks must be adequately insured.

15. Force Majeure

  1. Force majeure includes all external causes beyond control (e.g. internet outage, power failure, strikes).
  2. Xander AppWorks may invoke force majeure even if it occurs after obligations arise.
  3. If force majeure lasts longer than 2 months, either party may dissolve the agreement.
  4. Partial obligations already performed may be invoiced separately.

16. Hosting Services

  1. Xander AppWorks may block access if services are misused or used unlawfully.
  2. Prohibited uses include:
    1. Illegal content, pirated media, or content violating law
    2. Malware, hacking tools, or exploits
    3. Unsolicited email/spam
    4. IRC-related services
  3. Content and traffic may be monitored to ensure compliance.
  4. Usage limits may be adjusted with notice.
  5. Misuse or illegal activity may result in service suspension without refund and potential liability.
  6. The Client is always responsible for all content and data processed via the services.
  7. The Client is liable for all damages resulting from violations, misuse, or unreported security issues.
  8. Xander AppWorks is not liable for backups or data security on hosting services.
  9. Access may be suspended if the Client fails to meet obligations. Reactivation requires payment + €250 excl. VAT.

17. Final Provisions

  1. Changes to the agreement must be made in writing.
  2. If a clause is unenforceable, the parties will interpret it as closely as possible to the original intent.
  3. Disputes are subject to the court in the location of Xander AppWorks, unless another court is legally competent.
  4. All agreements are governed by Dutch law.