1. Definitions

• • “Company”: Refers to Euro-Smartict B.V.
  • “Client”: The entity purchasing the software development services or consultancy services from the Company.
  • “Software”: The software solution, including source code, programs, applications, and documentation developed and delivered by the Company to the Client.
  • “Services”: The consultancy services, including statement of work, analysis and assisments, architecture documentation, applications design, and documentation prepared and delivered by the Company to the Client.
  • “Agreement”: Refers to this contract or any additional document that describes the agreed-upon services, scope, and deliverables.
  • “Breach”: Any violation of the terms mentioned in this document or failure to fulfill obligations by either party.

2. Scope of Services

2.1 The Company provides software development services and cosultancy services as outlined in the Agreement.
2.2 The deliverables will be defined in a project proposal or scope document shared with the Client.
2.3 Any changes or modifications to the scope will require written approval from both parties and may be subject to additional fees.

3. Delivery and Acceptance

3.1 The Company delivers the Software and Services to the Client within the agreed timeframe, subject to any delays outside the Company’s control.
3.2 Upon delivery, the Client will have 180 days to review and test the Software.
3.3 If the Client identifies any material defects or non-conformities, the Company will rectify them within a reasonable period as part of the agreed scope.
3.4 Once accepted or upon the lapse of the acceptance period without response, the Software will be deemed approved by the Client.

4. Intellectual Property Rights

4.1 The Company retains ownership of all intellectual property rights, including the source code, unless explicitly transferred in writing.
4.2 The Client will receive a license to use the Software according to the agreed terms and purpose. Any unauthorized use, distribution, or modification of the Software is prohibited.

5. Warranty and Support

5.1 The Company warrants that the Software will perform substantially in accordance with the agreed specifications for a period of 180 days after delivery.
5.2 Any issues reported within this period will be addressed at no additional cost, provided they fall under the defined scope.
5.3 The warranty does not cover issues caused by misuse, third-party software, or modifications by the Client or unauthorized parties.
5.4 Any support beyond the warranty period will be governed by a separate support and maintenance agreement, if applicable.

6. Limitation of Liability

6.1 To the fullest extent permitted by law, the Company will not be liable for any direct, indirect, incidental, or consequential damages, including but not limited to loss of profits, data, or business opportunities, arising from the use of the Software or any breach of this Agreement.
6.2 The Company’s total liability under any circumstances will not exceed the amount paid by the Client for the specific services or deliverable that gave rise to the claim.
6.3 The Company will not be held responsible for delays or failures resulting from circumstances beyond its reasonable control, including force majeure events.

7. Indemnification

7.1 The Client agrees to indemnify and hold harmless the Company, its employees, and agents from any claims, damages, or expenses arising from the Client’s use of the Software, including any third-party claims regarding intellectual property infringement, misuse, or illegal activity.

8. Confidentiality

8.1 Both parties agree to treat all information, documents, and data exchanged during the project as confidential.
8.2 Neither party will disclose confidential information to third parties without prior written consent, except as required by law or for performance under this Agreement.

9. Termination

9.1 Either party may terminate this Agreement by providing 90 days’ written notice.
9.2 If the Client terminates the Agreement before project completion, the Client will pay for all work completed up to the termination date, including any costs incurred.
9.3 Upon termination, the Client will cease using the Software and return or destroy any copies of the deliverables unless otherwise agreed.

10. Governing Law and Dispute Resolution

10.1 This Agreement will be governed and interpreted according to the laws of The Netherlands.
10.2 Any disputes arising from this Agreement will first be resolved through good faith negotiation between the parties. If unresolved, the dispute will be submitted to binding arbitration in Amsterdam – The Netherlands.
10.3 Each party will bear its own legal fees, costs, and expenses in connection with any dispute resolution process.

11. No Liability for Breach or Damage

11.1 The Company will not be held responsible for any breach of this Agreement caused by factors beyond its control, including, but not limited to, Client’s failure to cooperate, miscommunication, or force majeure events.
11.2 Under no circumstances will the Company be liable for any damage, loss, or injury suffered by the Client or third parties as a result of any breach of this Agreement or use of the Software.
11.3 It is the Client’s responsibility to back up data and ensure proper usage of the Software. The Company disclaims all liability for any data loss or security breach during or after the project delivery.

12. Miscellaneous

12.1 This Agreement constitutes the entire agreement between the parties and supersedes any prior understandings, whether oral or written.
12.2 Any modifications to these terms must be in writing and signed by both parties.
12.3 The failure of either party to enforce any provision will not be construed as a waiver of future rights.
12.4 If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions will remain in full force and effect.

Acceptance of Terms

By engaging the Company’s services or using the delivered Software and/or Services, the Client agrees to these Terms and Conditions.

Date: 01-01-2020