Definitions
Yellow55: Bleijenberg Consultancy B.V., trading as Yellow55, registered with the Dutch Chamber of Commerce (KvK) under number 30225648.
Client: the company or organisation that enters into an agreement with Yellow55 or is in discussions with Yellow55 about one.
Services: everything Yellow55 does for the Client, such as the business scan, advice, building and connecting automations, and the management and maintenance of those automations.
Application: an automation, integration or software component that Yellow55 builds, configures or manages for the Client.
Applicability
These terms apply to every quote, engagement and agreement between Yellow55 and the Client. Deviations apply only if we have agreed them with each other in writing (including by email).
The Client's general terms and conditions do not apply, unless we have expressly agreed to them in writing.
Our services are intended for businesses and organisations, not for consumers.
Offer and formation
The free business scan is without obligation. You are not committed to anything and you may keep the report, even if you do not continue with us afterwards.
A quote is valid for thirty days, unless it states a different period. An agreement is formed as soon as the Client accepts the quote in writing or by email, or as soon as we start work with the Client's consent.
Performance
We carry out every engagement with care and to the best of our ability. This is an obligation of means (best-efforts obligation): we promise a careful approach, not a particular result, unless we have expressly agreed otherwise.
We work in steps: measure, build one process, run alongside and manage. After each step, the Client decides whether we continue.
The Client provides what we need in good time, such as access to systems, examples, data and a fixed point of contact. If performance is delayed because any of this is missing, the agreed deadlines are extended accordingly.
Any deadlines stated are target dates, not strict (fatal) deadlines.
A person approves
Our applications prepare work: drafts, proposals and overviews. The Client remains responsible for whatever is sent out on that basis. Anything that an employee of the Client approves or sends is the responsibility of the Client.
The Client checks the work of an application, particularly during the period in which it runs alongside the existing way of working.
Third-party software and services
Our applications work on top of software the Client already uses, such as a CRM, ERP, email program or estate agency software package, and make use of third-party services. That software and those services are subject to the terms and conditions of the relevant supplier.
We are not responsible for outages, changes or limitations in third-party software or services. If a change at a supplier affects our application, we will adapt it as part of management as quickly as is reasonably possible.
Licences and subscriptions for third-party software are at the Client's expense, unless agreed otherwise.
Prices and payment
All prices are in euros and exclusive of VAT, unless stated otherwise.
We invoice as set out in the quote. We invoice management and subscriptions monthly in advance. The payment term is fourteen days from the invoice date.
If the Client does not pay on time, we will first send a reminder. If payment is still not made after that, we may charge the statutory commercial interest and reasonable collection costs, and suspend the work.
We may adjust rates for management and subscriptions once a year. We will give at least one month's notice of this.
Management, term and notice
Management and subscriptions are entered into for a period of one year, unless the quote states a different term. Early termination during the term is not possible.
At the end of each term, the agreement is tacitly renewed for one year at a time, unless either party gives notice no later than one month before the end of the current term.
Notice may be given by email.
Intellectual property
The Client receives a right to use the applications we build for it, for use within its own organisation, for as long as the agreement runs and the invoices have been paid.
The rights to our own products, such as vloerenvisualisatie.nl, and to general components, methods and know-how that we also use for others, remain with Yellow55.
The Client's data, documents and content remain the property of the Client.
Confidentiality
We keep confidential whatever we learn about the Client, its customers and its business operations. This also applies after the agreement has ended.
We name the Client as a reference or case study only with its consent.
Personal data
Where our applications process personal data, we do so as a processor on behalf of the Client. We record this in a data processing agreement.
How we ourselves handle personal data is set out in our privacy statement.
Liability
Yellow55 is not liable for any loss or damage of whatever nature suffered by the Client or third parties, to the extent permitted by law. This applies, among other things, to consequential loss, lost revenue, lost data and loss or damage resulting from decisions or messages that the Client makes or sends on the basis of work prepared by us.
The Client indemnifies Yellow55 against claims by third parties relating to the use of our services and applications.
This exclusion does not apply to loss or damage caused by intent or deliberate recklessness on the part of Yellow55's management; by law, such liability cannot be excluded.
Force majeure
We are not liable if we cannot fulfil our obligations due to circumstances beyond our control, such as outages at suppliers or hosting providers, internet or power failures, or illness. If the force majeure lasts longer than two months, either party may terminate the agreement.
Termination
Either party may terminate the agreement with immediate effect if the other party is declared bankrupt, applies for a suspension of payments, or seriously and persistently fails to fulfil its obligations, after a written notice of default setting a reasonable period.
On termination, we will provide the Client with reasonable assistance in getting its data back. After that, we delete the Client's data, unless the law requires us to retain it.
Governing law and disputes
These terms and every agreement with Yellow55 are governed by Dutch law.
We prefer to resolve any disagreement together. If that is not possible, the District Court of Midden-Nederland (rechtbank Midden-Nederland) has jurisdiction.
Amendments
We may amend these terms. The date at the top shows when this last happened. For ongoing agreements, we will give at least one month's notice of any amendment.