Terms and Conditions

Email: sander@sdkode.dev

Website: www.sdkode.dev

Created: May 30, 2024

Updated: August 15, 2025

Article 1 - Definitions

  1. SDKode Management BV (SDKode), located in Amsterdam, Chamber of Commerce number 94719489.
  2. Client: the person with whom SDKode has entered into an agreement.
  3. Parties: SDKode and Client together.
  4. Consumer: a Customer who is also an individual and acts as a private person.

Article 2 - Applicability

  1. These terms and conditions apply to all quotations, offers, activities, orders, agreements, and deliveries of services or products by or on behalf of SDKode.
  2. SDKode and the Client can only deviate from these terms if agreed upon in writing.
  3. SDKode and the Client expressly exclude the applicability of the general terms and conditions of the Client or others.

Article 3 - Offers and quotations

  1. Offers and quotations from SDKode are non-binding unless explicitly stated otherwise.
  2. An offer or quotation is valid for a maximum of 1 month unless a different period is stated in the offer or quotation.
  3. If the Client does not accept an offer or quotation within the applicable period, the offer or quotation expires.
  4. Offers and quotations do not apply to repeat orders unless SDKode and the Client agree to this in writing.

Article 4 - Acceptance

  1. Upon acceptance of a non-binding offer or quotation, SDKode may still withdraw the offer or quotation within 3 days after receipt of the acceptance, without the Client deriving any rights from it.
  2. Oral acceptance by the Client only binds SDKode after the Client has confirmed it in writing or electronically.

Article 5 - Prices

  1. SDKode applies prices in euros, exclusive of VAT and any other costs such as administration or shipping costs, unless otherwise agreed in writing.
  2. SDKode may always change the prices of its services and products on its website and in other communications.
  3. The price for a service is determined by SDKode based on the actual hours spent.
  4. The price is calculated according to SDKode's usual hourly rates applicable for the period in which the work is performed, unless a different hourly rate has been agreed upon.
  5. When SDKode and the Client agree on a total amount for the service, this is always a target price unless otherwise agreed in writing.
  6. SDKode may deviate up to 10% from the target price.
  7. SDKode must inform the Client in a timely manner why a higher price is justified if the target price is expected to exceed by more than 10%.
  8. The Client may cancel the part of the order that exceeds the target price (plus 10%) if the target price is expected to exceed by more than 10%.
  9. SDKode may adjust its prices annually.
  10. SDKode will inform the Client of price adjustments prior to their implementation.
  11. The consumer may terminate the agreement with SDKode if they disagree with the price increase.

Article 6 - Payments and payment term

  1. SDKode may require a down payment of up to 50% of the agreed amount when entering into the agreement.
  2. The Client must make a payment retrospectively within 1 month after delivery.
  3. The payment terms that SDKode applies are strict deadlines. This means that if the Client has not paid the agreed amount by the last day of the payment term, they are automatically in default without SDKode having to send a reminder or notice of default to the Client.
  4. SDKode may make delivery contingent upon immediate payment or require security for the total amount of services or products.

Article 7 - Consequences of late payment

  1. If the Client does not pay within the agreed term, SDKode may charge the statutory interest per month for commercial transactions from the day the Client is in default, with part of a month counting as a whole month.
  2. When the Client is in default, they must also pay extrajudicial collection costs and any damages to SDKode.
  3. The collection costs are calculated based on the Reimbursement of Extrajudicial Collection Costs Decree.
  4. If the Client does not pay on time, SDKode may suspend its obligations until the Client has paid.
  5. In case of liquidation, bankruptcy, seizure, or suspension of payment on the part of the Client, SDKode's claims against the Client are immediately due and payable.
  6. If the Client refuses to cooperate in the execution of the agreement by SDKode, they must still pay the agreed price.

Article 8 - Right of suspension

  1. The Client hereby waives the right to suspend the fulfillment of any obligation arising from this agreement.

Article 9 - Set-off

  1. The Client waives their right to set off a debt to SDKode against a claim on SDKode.

Article 10 - Insurance

  1. The Client must adequately insure and keep insured the following items against, among other things, fire, explosion, water damage, and theft:
  • Delivered items that are necessary for the execution of the underlying agreement
  • Items of SDKode that are present at the Client’s premises
  • Items delivered under retention of title
  1. The Client must provide the policy of these insurances for inspection at SDKode's first request.

Article 11 - Warranty

  1. When the Client and SDKode have entered into an agreement of a service-providing nature, this only constitutes a best-efforts obligation for SDKode and not a result obligation.

Article 12 - Execution of the Agreement

  1. SDKode executes the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
  2. SDKode may have the agreed service performed in whole or in part by others.
  3. The execution of the agreement takes place in consultation and after written approval and payment of any advance by the Client.
  4. The Client must ensure that SDKode can start the execution of the agreement on time.
  5. If the Client does not ensure that SDKode can start on time, the resulting additional costs will be borne by the Client.

Article 13 - Information provision by the Client

  1. The Client shall make all information, data, and documents that are relevant for the correct execution of the agreement available to SDKode in a timely manner and in the desired form and manner.
  2. The Client guarantees the accuracy and completeness of the provided information, data, and documents, even if they originate from third parties, unless the nature of the agreement dictates otherwise.
  3. When and insofar as the Client requests, SDKode will return the relevant documents.
  4. If the Client does not provide the reasonably requested information, data, or documents to SDKode in a timely or proper manner, and the execution of the agreement is thereby delayed, the resulting additional costs and additional hours will be borne by the Client.

Article 14 - Duration of service agreement

  1. The agreement between SDKode and the Client for a service is entered into for a duration of 1 year, unless the nature of the agreement dictates otherwise or something else has been agreed upon in writing.
  2. After the term in paragraph 1 expires, the agreement is tacitly converted into an agreement for an indefinite period, unless the Client or SDKode terminates the agreement with a notice period of 2 months. If the Client is a consumer, a notice period of 1 month applies.

Article 15 - Termination of fixed-term service

  1. The Client cannot terminate a fixed-term service agreement earlier than after 1 year.
  2. After the minimum term of 1 year has expired, the Client can terminate the agreement in paragraph 1 with a notice period of 2 months.
  3. After the minimum term of 1 year has expired, a consumer can terminate the agreement in paragraph 1 with a notice period of 1 month.
  4. If the service agreement is entered into for less than 1 year, the agreement cannot be terminated prematurely.

Article 16 - Intellectual property

  1. SDKode retains all intellectual property rights to all code, designs, drawings, writings, data carriers, or other information, quotations, images, sketches, models, and maquettes, unless otherwise agreed.
  2. The Client may not show, make available, or otherwise use the intellectual property rights mentioned in paragraph 1 to others without prior written permission from SDKode.

Article 17 - Confidentiality

  1. The Client shall keep any information received from SDKode confidential, regardless of its form.
  2. The same applies to all other information concerning SDKode that the Client knows or can reasonably suspect to be secret or confidential, or that can be expected to cause harm to SDKode if disclosed.
  3. The Client shall take all necessary measures to ensure that the information referred to in paragraphs 1 and 2 remains confidential.
  4. The confidentiality obligation described in this article does not apply to information:
  6. that was already public before the Client received it, or that later became public without this being the result of a breach of the confidentiality obligation by the Client
  7. that is disclosed by the Client due to a legal obligation
  8. The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after its termination.

Article 18 - Penalty clause

  1. If the Client breaches the article on confidentiality or intellectual property, they shall pay an immediately due and payable penalty to SDKode for each breach.
  2. If the Client is a consumer, the penalty in paragraph 1 amounts to €1,000.
  3. If the Client is not a consumer, the penalty in paragraph 1 amounts to €5,000.
  4. Additionally, the Client must pay an amount equal to 5% of the applicable amount in paragraphs 2 or 3 for each day that the breach continues.
  5. The Client must pay the penalty in paragraph 1 without the need for a notice of default or judicial proceedings. There does not need to be any damage.
  6. SDKode may also claim compensation from the Client in addition to the penalty in paragraph 1.

Article 19 - Indemnification

  1. The Client indemnifies SDKode against all claims from third parties related to the products and/or services delivered by SDKode.

Article 20 - Complaints

  1. The Client must examine a product delivered or service provided by SDKode as soon as possible for any shortcomings.
  2. If a delivered product or provided service does not meet the Client's reasonable expectations, the Client must notify SDKode within 1 month after discovering the shortcoming.
  3. A consumer must notify SDKode within 2 months after discovering the shortcoming.
  4. The Client shall provide as detailed a description of the shortcoming as possible, so that SDKode can respond appropriately.
  5. The Client must demonstrate that the complaint relates to an agreement between the Client and SDKode.
  6. If a complaint concerns ongoing work, the Client cannot demand that SDKode perform work other than agreed upon.

Article 21 - Notice of default

  1. The Client must notify SDKode of any notice of default in writing.
  2. The Client is responsible for ensuring that their notice of default actually reaches SDKode on time.

Article 22 - Liability of the Client

  1. When SDKode enters into an agreement with multiple Clients, each of them is jointly and severally liable for fulfilling the obligations in that agreement.

Article 23 - Liability of SDKode

  1. SDKode is only liable for damage suffered by the Client if that damage is caused by intent or deliberate recklessness.
  2. If SDKode is liable for damage, this only applies to direct damage related to the execution of an underlying agreement.
  3. SDKode is not liable for indirect damage, such as consequential damage, lost profits, or damage to third parties.
  4. If SDKode is liable, this liability is limited to the amount paid out by a concluded (professional) liability insurance. If no insurance is concluded or no amount is paid out, liability is limited to the (portion of the) invoice amount to which the liability relates.
  5. All images, photos, colors, drawings, descriptions on the website or in a catalog are merely indicative and cannot lead to any compensation, dissolution, or suspension.

Article 24 - Expiry period

  1. Any right of the Client to compensation from SDKode lapses 12 months after the event from which the liability directly or indirectly arises. This does not exclude the provisions of Article 6:89 of the Dutch Civil Code.

Article 25 - Termination

  1. The Client may terminate the agreement if SDKode fails to fulfill its obligations, unless this shortcoming does not justify termination due to its special nature or minor significance.
  2. If performance by SDKode is still possible, termination can only take place after SDKode is in default.
  3. SDKode may terminate the agreement with the Client if the Client does not fully or timely fulfill their obligations under the agreement, or if SDKode becomes aware of circumstances that give it good reason to believe that the Client will not fulfill their obligations.

Article 26 - Force majeure

  1. In addition to Article 6:75 of the Dutch Civil Code, a failure by SDKode cannot be attributed to SDKode if it is due to force majeure.
  2. The force majeure situation in paragraph 1 includes, but is not limited to:
  • an emergency such as civil war or natural disaster
  • non-performance or force majeure of suppliers, deliverers, or others
  • power, electricity, internet, computer, or telecom failures
  • computer viruses
  • strikes
  • government measures
  • transportation problems
  • bad weather conditions
  • work interruptions
  1. If a force majeure situation arises that prevents SDKode from fulfilling one or more obligations to the Client, those obligations will be suspended until SDKode can fulfill them.
  2. If a force majeure situation lasts at least 30 calendar days, both the Client and SDKode may terminate the agreement in whole or in part in writing.
  3. SDKode does not owe any compensation to the Client in a force majeure situation, even if SDKode benefits from it.

Article 27 - Amendment of agreement

  1. If it is necessary for the execution to amend an agreement, the Client and SDKode may adjust the agreement.

Article 28 - Amendment of general terms and conditions

  1. SDKode may amend these general terms and conditions.
  2. SDKode may always implement minor changes.
  3. SDKode will discuss major changes with the Client as much as possible in advance.
  4. A consumer may terminate the underlying agreement in the event of a major change to the general terms and conditions.

Article 29 - Transfer of rights

  1. The Client may not transfer rights from an agreement with SDKode to others without written permission from SDKode.
  2. This provision has property law effect as described in Article 3:83(2) of the Dutch Civil Code.

Article 30 - Consequences of nullity or voidability

  1. If one or more provisions of these general terms and conditions prove to be null or voidable, this does not affect the other provisions of these terms and conditions.
  2. In that case, a provision that is null or voidable will be replaced by a provision that comes closest to what SDKode had in mind when drafting the conditions at that point.

Article 31 - Applicable law and competent court

  1. Dutch law applies to these general terms and conditions and any underlying agreement between the Client and SDKode.
  2. The court in the district where SDKode is located has exclusive jurisdiction to hear any disputes between the Client and SDKode, unless the law provides otherwise.

Created at May 30th, 2024

Updated at August 15th, 2025