Terms of Service

1. Acceptance of Terms

By accessing and using the website of NovaCode Solutions B.V. ("Company," "we," "our," or "us") and engaging our services, you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you and NovaCode Solutions B.V.

If you do not agree to these Terms, you may not access our website or use our services. We reserve the right to modify these Terms at any time, and such modifications will be effective immediately upon posting on our website.

2. Description of Services

NovaCode Solutions B.V. provides software development services, including but not limited to:

• Custom web application development
• Mobile application development
• Cloud solutions and infrastructure
• API development and integration
• Database design and optimization
• Technical consulting and architecture
• Ongoing maintenance and support

Specific services, deliverables, timelines, and costs will be detailed in separate project agreements or statements of work.

3. Service Agreements

3.1 Project Proposals

All projects begin with a detailed proposal outlining scope, deliverables, timeline, and costs. Projects commence only upon written acceptance of the proposal and execution of a service agreement.

3.2 Scope Changes

Any changes to the agreed project scope must be documented in writing and may result in additional costs and timeline adjustments. We will provide written estimates for all scope changes before implementation.

3.3 Client Responsibilities

Clients are responsible for:

• Providing timely and accurate project requirements
• Supplying necessary access, credentials, and resources
• Providing prompt feedback and approvals
• Ensuring availability of key stakeholders
• Compliance with applicable laws and regulations

4. Payment Terms

4.1 Fees and Invoicing

Project fees will be specified in the service agreement. Unless otherwise agreed, payments are due within 30 days of invoice date. All fees are quoted in Euros (EUR) and exclude applicable taxes.

4.2 Late Payments

Late payments may incur interest charges of 1.5% per month or the maximum rate permitted by law. We reserve the right to suspend services for overdue accounts.

4.3 Expenses

Client will reimburse reasonable project-related expenses including third-party software licenses, cloud hosting costs, and travel expenses when pre-approved.

5. Intellectual Property Rights

5.1 Client Ownership

Upon full payment, Client will own all custom code, designs, and deliverables created specifically for their project, except for pre-existing intellectual property and general methodologies.

5.2 Company Retention

We retain rights to general methodologies, techniques, know-how, and any pre-existing intellectual property. We may use project experience for case studies with client approval.

5.3 Third-Party Components

Projects may include third-party libraries, frameworks, and components subject to their respective licenses. Client is responsible for compliance with such licenses.

6. Confidentiality

Both parties acknowledge that confidential information may be disclosed during the course of our relationship. Each party agrees to:

• Maintain confidentiality of all proprietary information
• Use confidential information solely for project purposes
• Implement reasonable security measures
• Return or destroy confidential information upon request

This obligation survives termination of our relationship and does not apply to publicly available information or information independently developed.

7. Warranties and Disclaimers

7.1 Service Warranty

We warrant that services will be performed in a professional and workmanlike manner in accordance with industry standards. We will correct any material defects in our work at no additional charge for 90 days after delivery.

7.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Our total liability shall not exceed the fees paid for the specific project
• We shall not be liable for indirect, consequential, or punitive damages
• We shall not be liable for loss of profits, data, or business opportunities
• Claims must be brought within one year of the cause of action

This limitation applies regardless of the theory of liability and even if we have been advised of the possibility of such damages.

9. Indemnification

Client agrees to indemnify and hold harmless NovaCode Solutions B.V. from claims arising from: (a) Client's use of our services, (b) Client's violation of these Terms, (c) Client's violation of applicable laws, or (d) third-party claims related to Client's content or business operations.

10. Termination

10.1 Termination for Convenience

Either party may terminate ongoing services with 30 days written notice. Client remains liable for all work performed and expenses incurred through the termination date.

10.2 Termination for Cause

Either party may terminate immediately for material breach that remains uncured after 15 days written notice. We may terminate immediately for non-payment.

10.3 Effect of Termination

Upon termination, we will deliver all completed work and Client materials. Confidentiality, intellectual property, and limitation of liability provisions survive termination.

11. Force Majeure

Neither party shall be liable for delays or failures due to circumstances beyond their reasonable control, including natural disasters, government actions, labor disputes, or technical failures. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.

12. Website Terms

12.1 Acceptable Use

You agree not to:

• Use our website for unlawful purposes
• Attempt to gain unauthorized access to our systems
• Interfere with website operation or security
• Transmit viruses or malicious code
• Violate intellectual property rights

12.2 Content

All website content is protected by intellectual property laws. You may view and download content for personal use only. Commercial use requires written permission.

13. Privacy and Data Protection

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated by reference. We comply with applicable data protection laws including GDPR.

14. Governing Law and Jurisdiction

These Terms are governed by Dutch law. Any disputes shall be subject to the exclusive jurisdiction of the competent courts in Breda, Netherlands.

Before initiating legal proceedings, parties agree to attempt resolution through good faith negotiations or mediation.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any executed service agreements, constitute the entire agreement between the parties and supersede all prior understandings.

15.2 Amendments

Modifications to these Terms must be in writing and signed by both parties, except for updates to website terms which may be posted online.

15.3 Severability

If any provision is found unenforceable, the remainder of these Terms shall remain in full force and effect.

15.4 Assignment

These Terms may not be assigned without written consent, except that we may assign to affiliates or in connection with a business transfer.

15.5 Notices

All notices must be in writing and delivered to the addresses specified in the service agreement or to the email addresses listed in these Terms.

16. Contact Information

For questions about these Terms or our services, please contact us: