Terms and Conditions

These terms apply to all offers, quotations, agreements and services provided by Strukata, a sole trader or private limited company registered in the Netherlands. Any deviating terms used by the client apply only if Strukata has accepted them expressly and in writing.

Where these terms conflict with a separate written agreement signed by both parties, the separate agreement takes precedence.

All quotations issued by Strukata are without obligation unless a validity period is stated. An agreement comes into effect when the client accepts a quotation in writing or when Strukata begins the work at the client's request.

Descriptions of services in quotations are based on information provided by the client at the time of quoting. If that information proves incomplete or incorrect, Strukata may adjust the scope or price accordingly after notifying the client.

Strukata performs all work to the best of its ability and in accordance with the standards that can reasonably be expected of a competent professional. The obligation is one of best efforts, not a guarantee of a specific result, unless the parties have agreed otherwise in writing.

Delivery dates given by Strukata are indicative. Exceeding a delivery date does not entitle the client to damages or cancellation unless the parties have expressly agreed that the date is a firm deadline.

The client provides Strukata with all information, access and co-operation reasonably necessary to carry out the work. Delays caused by the client's failure to do so are not the responsibility of Strukata.

Prices are stated in euros and exclude VAT unless otherwise indicated. Strukata may adjust rates for ongoing agreements by giving the client at least thirty days' notice.

Work carried out beyond the agreed scope is invoiced at the applicable hourly rate, or at a rate agreed in advance. Strukata will notify the client before commencing substantial out-of-scope work.

Invoices are sent by email. The client receives an invoice upon project completion, at agreed milestones, or monthly for ongoing work.

Payment must be made within fourteen days of the invoice date unless the invoice states a different term. Payment is due in full without deduction or set-off.

If the client does not pay within the payment term, the client is in default without further notice being required. From that point Strukata may charge statutory commercial interest and reasonable collection costs.

Strukata may suspend further work during any period of non-payment and is not liable for any resulting delay.

All intellectual property rights in work produced by Strukata, including software, reports, designs, documentation and analyses, rest with Strukata until the client has fulfilled all payment obligations.

Upon full payment, Strukata grants the client a non-exclusive, non-transferable licence to use the delivered work for its own business purposes, unless the parties have agreed a transfer of ownership in writing.

Strukata retains the right to use general knowledge, methods and know-how gained during the engagement for other clients and projects.

Both parties keep confidential all information they receive from the other party that is marked as confidential or that is reasonably understood to be confidential. This obligation survives the end of the agreement.

Strukata may refer to the client relationship in general terms for commercial purposes unless the client objects in writing.

Strukata is liable only for direct damage caused by an attributable failure in the performance of its obligations. Strukata is not liable for indirect damage, including loss of revenue, loss of data, loss of profit or consequential loss.

The total liability of Strukata for any claim is limited to the amount invoiced by Strukata to the client in the three months preceding the event giving rise to the claim, or, if that amount is lower, to the amount covered by Strukata's professional liability insurance for that claim.

Any claim must be submitted to Strukata in writing within twelve months of the client discovering, or reasonably being able to discover, the damage.

Strukata is not in default if a failure in performance is the result of circumstances beyond its reasonable control, including but not limited to power outages, internet disruptions, illness, government measures or supplier failures.

If a force majeure situation lasts longer than sixty days, either party may terminate the agreement in writing without further obligation.

Either party may terminate an agreement by giving thirty days' written notice unless the agreement specifies otherwise. Work already delivered remains payable.

Either party may terminate the agreement with immediate effect if the other party is in material breach and fails to remedy that breach within fourteen days of written notice, or if the other party is declared insolvent.

These terms and all agreements with Strukata are governed by Dutch law. Disputes are submitted to the competent court in the district where Strukata is registered, unless mandatory law provides otherwise.

Before proceeding to court, parties are required to make a genuine effort to resolve the dispute by mutual consultation.