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Terms and Conditions Operative B.V.

The following terms and conditions apply to all agreements and services of Operative B.V., unless otherwise agreed in writing for a specific agreement.

In short

This is a summary, the full terms and conditions remain binding.

Operative B.V. operates exclusively under its own terms and conditions. Deviations only apply if they have been agreed upon in writing.

Our prices are based on time tracking. Hourly rates, time registrations and any additional costs are accurately tracked and transparently invoiced.

Billing of time tracking is done monthly, unless otherwise agreed. Costs for external licenses or software are charged as soon as they are incurred.

Additional work is billed separately. Up to 20% extra working hours can be performed and invoiced without prior notice. Of course, we always communicate this properly.

After delivery, a support period of 14 days applies. Any corrections within this period fall within the assignment. All extra work after this period is considered additional work and billed separately.

Payment term is 14 days. Late payment may result in interest and collection costs.

We do not offer guarantees on specific results. Our efforts are professional, but not guaranteed success.

We are not liable for consequential damage, data loss or errors of third parties, unless there is intent or deliberate recklessness on our part.

Intellectual property and related rights remain with Operative B.V. You receive only a limited right of use. Transfer of source code, designs or other intellectual property is only possible against additional compensation and by written agreement.

We process personal data on your behalf, but these will never fall under our ownership. We apply, as far as possible, a 'stateless' principle, where data is processed but not stored, unless this is legally required or necessary for the execution of our services.

We strive to always minimize data processing and only process data within the European Economic Area (EEA), unless otherwise agreed or necessary for specific services.

Upon termination of the cooperation, your right to use certain tools and licenses expires.

Upon cancellation of a signed Agreement, 50% of the total amount is due.

Our agreement is exclusively governed by Dutch law.

Chapter 1 - General provisions

1. Definitions

In these general terms and conditions, the following is understood:

Operative B.V., or Operative (we-form): the company defined in Article 2 of these general terms and conditions, as well as its affiliated companies;

Other Party (you-form): the person who, by signing an Agreement, as payer or otherwise has accepted the validity of these general terms and conditions;

Third Party(ies): persons not involved in the Agreement;

Agreement / Assignment: any agreement between Operative and Other Party for the provision of Services by Operative to Other Party;

In Writing: Communication by email, post or a physically signed document. WhatsApp and other digital messages are only considered written if explicitly confirmed by both parties.

Services: streamlining processes by Operative by integrating smart tools and applications in companies, but which may also include, among other things and not exclusively, the creation of digital solutions for companies.

Website: https://www.operative.pro

Additional Work: Work that falls outside the original Agreement and is invoiced separately at the standard rates, unless otherwise agreed in writing.

Use: The normal, reasonable and agreed use of the Services, as described in the Agreement. Misuse or use contrary to the Agreement, laws and regulations or rights of third parties is not permitted.

2. Identity and registered office of Operative B.V.

Company name: Operative B.V.

Street and number: Burgemeester Vostersstraat 54

Postal code and place of business: 2377XH in Oude Wetering

Chamber of Commerce number: 91955718

VAT number: NL865830058B01

3. General provisions

The following general terms and conditions apply to all (future) agreements and services of Operative B.V., unless a specific trade name of Operative B.V. applies its own terms and conditions that expressly take precedence, or unless otherwise agreed in writing for a specific agreement.

Unless expressly agreed otherwise in writing, the applicability of other (general) terms and conditions is excluded.

Deviations or additions to these General Terms and Conditions can only be agreed upon In Writing.

If we do not always require strict compliance with these terms and conditions, this does not mean that the provisions thereof do not apply, or that we would in any way lose the right to hold you strictly to the text of these general terms and conditions in other cases. You can therefore never simply demand a deviation from these terms and conditions from us.

If and insofar as no reliance can be placed on any provision of these general terms and conditions on the grounds of reasonableness and fairness or the unreasonably onerous nature, for example because it is deemed unreasonable by the court, then these provisions will be given a meaning that corresponds as closely as possible to the content and purport thereof, so that we can rely on this provision.

We cannot guarantee that the work we carry out will always achieve the desired result. The assignment/Agreement we have accepted therefore leads to an obligation to perform and not to a results obligation.

We are entitled to engage Third Parties for the execution of the Agreement. We are not liable for errors or defects in products or Services delivered by Third Parties. You must approach these Third Parties yourself for any damage and/or disputes that may arise.

These general terms and conditions also apply to future, additional and/or follow-up assignments (/-Agreements), unless we make other agreements about this In Writing.

The operation of articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code are excluded.

Operative B.V. acts as an independent contracting party and accepts no responsibility for social or fiscal obligations on the part of the other party. The parties expressly confirm that this agreement does not constitute an employment contract within the meaning of Article 7:610 of the Dutch Civil Code. The other party fully indemnifies Operative B.V. against any claims from the Tax Authorities or other institutions regarding social premiums, wage taxes or other obligations arising from a possible reclassification of the cooperation as an employment contract.

An SLA that may be concluded between us may also apply to our Agreements. If there are contradictions between the content of the Agreement, the SLA and these general terms and conditions, the following order applies:

  1. What is determined in the Agreement;
  2. What is determined in the SLA;
  3. What is determined in these general terms and conditions.

4. The offer

If an offer has a limited period of validity, or is subject to conditions, this is expressly stated in the offer.

We cannot be held to our offer if you can reasonably understand that the offer, or a part thereof, contains an obvious mistake or typo.

The prices stated in an offer are exclusive of VAT, other government levies, due fees, fees of Third Parties, costs for travel, necessary materials and facilities, and any costs to be incurred in the context of the Agreement, including travel and accommodation and shipping and administrative costs, unless otherwise stated.

Offers or quotations do not automatically apply to future assignments.

5. Formation of Agreement

The Agreement is concluded when you accept our offer, when we accept your offer, or when you use our Services.

If the acceptance (whether or not on minor points) deviates from the offer included in the offer, we are not bound by it. The Agreement is then not concluded in accordance with this deviating acceptance, unless we indicate otherwise.

When you verbally agree to our offer or Agreement, tacit agreement when you, for example, allow us to start carrying out our work, your behavior, a Written commitment and/or payment is considered acceptance.

6. Prices

All prices or rates are exclusive of VAT (21%) or other government levies, due fees, fees of Third Parties, costs for travel, necessary materials and facilities, unless otherwise stated in the Agreement. We expressly reserve the right to charge these Third Party costs, travel costs and other costs separately to you.

We have the right to adjust our prices from time to time, whereby we inform you in a timely manner about these price changes. However, such a price change does not affect ongoing assignments.

Our prices and rates are based on time tracking. All work we perform for you is accurately tracked and charged according to agreed hourly rates, unless a fixed price has been agreed.

Stated prices are always subject to changes and typos.

7. Payment

The payment term for all our invoices is 14 days (after invoice date), unless explicitly agreed otherwise In Writing.

You are not entitled to set-off or suspension of payments unless specifically agreed, and all amounts must be paid in full, regardless of any counterclaims.

If you do not pay the invoice due within the aforementioned period, you are in default by operation of law without notice of default. You then owe statutory (commercial) interest from the moment you are in default until the moment you have paid the full invoice amount.

If an invoice, after you are in default, remains unpaid even after we send a written reminder, we will hand over the claim to a collection agency. In that case, in addition to the invoice amount due, you also owe the full collection costs, both judicial and extrajudicial, as well as any lawyer's fees, even if these costs exceed the judicial costs order.

In the event of payment arrears, we are entitled to temporarily suspend, suspend and/or cancel all ongoing Assignments and/or Services in their entirety.

If you do not comply with commitments regarding payment to us or to a collection agency engaged by us, we are entitled to cancel all ongoing Assignments and/or Services with immediate effect. The outstanding invoice amount remains due.

If several (natural or legal) persons together form you, each of them is jointly and severally liable to fulfill all obligations under the Agreement to us.

8. Execution

Invoicing of time tracking is done monthly in arrears, unless otherwise agreed.

For project-based assignments, we may send a down payment or advance invoice of a maximum of 50% of the total amount. The assignment is only started after receipt of this payment.

Costs for external licenses, software, tools or hardware that are necessary for the execution of the assignment are charged directly to you upon purchase, unless otherwise agreed.

During the assignment, unforeseen circumstances may lead to additional work. Up to 20% extra working hours on top of the original estimate can be performed and invoiced without prior explicit permission. If we expect to exceed 20%, we will contact you in advance.

We determine the manner in which and by which person the assignment is carried out, but we take your wishes into account as much as possible.

If you consider it necessary for us to carry out certain work at your location or a project location, you will ensure that we have timely access to the necessary facilities, such as a workspace with computer and network connections. This workspace and facilities will meet all applicable (legal) requirements. Other costs or reimbursements of facilities are at your expense.

We may use various online services from Third Parties (e.g. Teamleader, Make, n8n, monday.com, google, microsoft, etc.). We are not liable for the availability or other possible losses from the use or non-availability thereof. These mentioned examples are subject to change.

For all use of external software packages, APIs, cloud services or other services from Third Parties, Operative B.V. accepts no liability whatsoever for the availability, security, data processing or functioning of these services. You remain responsible for the selection of these services, entering into agreements with these Third Parties and accepting their terms and conditions. Operative B.V. acts solely as a technical implementer and bears no responsibility for the legal, financial or operational consequences of using these services.

9. Delivery

A project is considered delivered when we have completed the agreed work and have informed you of this via email or other written communication.

After delivery, a support period of 14 calendar days applies. Any minor corrections or bugs resulting from the delivered work and reported within this period will be resolved free of charge. This only concerns corrections to the delivered work, not new functionalities or changes.

All work requested after the 14-day support period is considered additional work and is invoiced at the applicable rates.

Upon transfer of access credentials, API keys or other credentials, you are fully responsible for managing and securing them from that moment on. We advise changing all passwords immediately upon receipt.

10. Duration

This Agreement is entered into for the duration as stated in the Agreement, unless the nature of the Agreement dictates otherwise or if the parties expressly and In Writing agree otherwise.

If a term has been agreed or specified for the completion of certain work or for the delivery of certain goods, this is never a fatal term. If a term is exceeded, you must therefore put us In Writing in default. You must thereby offer us a reasonable period to still execute the Agreement.

For Agreements with a fixed term, automatic renewal takes place for the same period, unless the Agreement is terminated In Writing with due observance of a notice period of at least 30 days before the expiry of the current contract period.

11. Intellectual property

All intellectual property rights to works developed or made available by Operative B.V., software, websites, integrations, databases, workflows, advice, documentation, analyses, reports, quotations, as well as preparatory material thereof, rest exclusively with Operative B.V. or its licensors.

You acquire only a non-exclusive and non-transferable right of use to the results of our services, for the duration of the Agreement and within the agreed purpose of use. This right of use is limited to normal use within your company and does not include the right to reproduction, resale, rental or any form of making available to Third Parties.

Source code, underlying technical documentation, API structures, database schemas, workflow configurations and other technical implementations remain the property of Operative B.V. at all times, unless explicitly agreed In Writing including separate compensation for the transfer of these rights.

You are not permitted to use our name, logo, works or other expressions for promotional purposes without our prior Written permission.

12. Confidentiality

Both parties are obliged to maintain confidentiality of all confidential information they have obtained from each other or from other sources in the context of their Agreement. Information is considered confidential if this has been communicated by a party or if this follows from the nature of the information.

We will keep all your confidential data and business information confidential before and after termination of the Agreement, unless a legal obligation, court ruling or competent government body requires us to disclose such data and information.

The confidentiality obligation ends 5 years after termination of the Agreement.

13. Liability

Our liability is limited to direct damage and to a maximum of the invoice amount relating to the part of the assignment from which the liability arises, with a maximum of €5,000.

We are never liable for indirect damage, consequential damage, lost profits, missed savings, reduced goodwill, damage due to business stagnation, data loss, or damage as a result of claims by your customers.

We are not liable for damage caused by services or products of Third Parties, including but not limited to external APIs, cloud services, hosting providers or software packages that are used or implemented in the context of our services.

Any liability expires upon the lapse of 12 months from the moment the assignment has ended by completion, termination or dissolution.

You indemnify us against any claims from Third Parties who suffer damage in connection with the execution of the Agreement and the cause of which is attributable to others than us.

14. Force majeure

In case of force majeure, we have the right to suspend the execution of the Agreement or to definitively dissolve the Agreement, without being obliged to pay any compensation in that case.

Force majeure is understood in these general terms and conditions to mean, in addition to what is understood in law and case law, all external causes, foreseen or unforeseen, over which we cannot exert influence, but as a result of which we are unable to fulfill our obligations.

15. Amendment of assignment

If during the execution of the Agreement it appears that it is necessary for proper execution to change or supplement it, the parties will proceed to amend the Agreement in a timely manner and in mutual consultation.

If the nature, scope or content of the Agreement is changed, this may have consequences for what was originally agreed. As a result, the originally stated price may also be increased or decreased. We will provide a price quotation in advance as much as possible. Furthermore, a change in the Agreement may also change the originally stated execution period. You accept the possibility of changing the Agreement, including the change in price and execution period.

16. Termination

The Agreement can be terminated:

  • By expiry of the agreed term;
  • By mutual consent;
  • By termination with due observance of the agreed notice period;
  • By dissolution due to attributable shortcoming (default) after written notice of default;
  • By dissolution due to force majeure.

In case of early termination of the Agreement by you, without there being an attributable shortcoming on our part, you owe the full agreed amount, reduced by the costs saved by us.

Upon cancellation of a signed Agreement by you, 50% of the total amount is due as cancellation fee, regardless of the moment of cancellation.

Upon termination of the Agreement, all usage rights, access and licenses granted to you expire immediately, unless agreed otherwise In Writing.

We have the right to terminate this Agreement with immediate effect for the future by means of a Written notification without (judicial) intervention, if you fail to comply with one or more of your obligations towards us, or do not comply properly or completely or act contrary thereto.

We have the right to terminate the Agreement without notice of default or judicial intervention with immediate effect for the future if you:

  • Are declared bankrupt or an application for bankruptcy has been made;
  • Apply for provisional suspension of payment;
  • Are affected by executory attachment;
  • Are placed under guardianship or administration;
  • Otherwise lose the power of disposal over your assets or parts thereof.

17. Complaints

Complaints must be submitted In Writing and as detailed as possible within 14 days of discovering the defect. Filing a complaint does not suspend your payment obligation.

If a complaint is justified, we will still perform the work as agreed, unless this has demonstrably become pointless for you in the meantime. You must make this known In Writing.

18. Dispute resolution

The court in the district where Operative B.V. is located has exclusive jurisdiction to take cognizance of disputes, unless the law mandatorily prescribes otherwise. Nevertheless, Operative B.V. has the right to submit the dispute to the court competent according to the law.

19. Privacy and use

We may engage Third Parties to help us provide the Services. These parties may collect and process personal data. This applies in particular when we use cloud services, external servers, or specific software packages offered by these Third Parties.

In the event of a malfunction and/or delay, we may temporarily shut down the Service or remove part of the Service to resolve the problems.

We will always inform you of changes, suspensions and removals in advance as much as possible. Sometimes this is not always possible. You therefore have no right to prior notice.

You are responsible for the use of the given usage and access rights. You will behave as a responsible and careful user, as may be expected with a comparable Service. When we give instructions about the use of the Service, you must always follow them.

20. Applicable law

Our Agreement and these general terms and conditions are exclusively governed by Dutch law.

Should problems unfortunately arise between us, we will first consult as much as possible to reach a solution. If we cannot reach an agreement together? Then only the Dutch court is competent to take cognizance of our problems.

21. Survival

The provisions of the general terms and conditions and the Agreement that are intended to remain valid after the end of the Agreement will continue to apply after the Agreement ends.

22. Amendment or addition

We have the right to unilaterally change or supplement these terms and conditions. Should that happen? No worries, you will be informed in a timely manner.

Between this notification and the entry into force of the changed or supplemented terms and conditions, 30 (thirty) days will pass.

Chapter 2 - Data Processing Conditions

23. Processing Personal Data

Should we be designated as a processor as referred to in Article 4 paragraph 8 of the General Data Protection Regulation (GDPR), then Articles 23 to 28 of these general terms and conditions qualify as agreements that must be made in accordance with Article 28 paragraph 3 of the General Data Protection Regulation (GDPR).

We process personal data on your behalf, including but not limited to: name, address, place of residence, telephone number, email address, IP address, payment data and business information such as job title and company name. If necessary, technical data such as location and cookies can also be processed. Special personal data are only processed if legally required and permitted.

The personal data never fall under our ownership. Data that you provide for the above purpose remain your property.

We apply, where possible, a 'stateless' principle. This means that personal data are only processed at the moment this is necessary for the service provision, but are not stored or retained, unless:

  • This is explicitly necessary for the correct execution of the service;
  • This is legally required based on regulations or a request from competent authorities;
  • A written agreement has been concluded in which it is explicitly determined that Operative B.V. may or must retain certain data.

If the retention of personal data is necessary, these are secured with appropriate technical and organizational measures for the shortest possible period. We strive to always minimize data processing and only process data within the European Economic Area (EEA), unless otherwise agreed or necessary for specific services.

We will not use the personal data that we process on your behalf for our own purposes, analyze or share with third parties, unless this is necessary for the execution of the agreed services or is legally required.

If we implement links or integrations between software packages or external systems on your behalf, you remain responsible for the processing of personal data within that software.

24. Processing execution

We only process the personal data that are processed in the context of the offered Services under the conditions set out in these general terms and conditions. We are expressly not responsible for other processing of personal data, including the collection of personal data by you and/or Third Parties, unless this Third Party has been appointed by us.

We will not, unless we have received your explicit prior Written permission and legal requirements are met, process personal data in countries outside the European Economic Area ('EEA'). Transfer of personal data to countries outside the EEA that do not have an adequate level of protection is prohibited. We will immediately inform you In Writing of all planned permanent or temporary transfers of personal data to a country outside the EEA and we will only execute the transfer(s) after your Written permission.

By accepting these terms and conditions, you agree that your data will be transferred to Third Parties outside the EEA, namely the United States.

We will keep your personal data separate from the personal data that you process for yourself or on behalf of Third Parties.

We will process the personal data in a proper and careful manner and in accordance with our obligations under privacy legislation, including European Regulations and the GDPR.

25. Security

In line with Article 32 GDPR, we will take all appropriate technical and organizational measures to secure personal data against loss or any form of unlawful processing. These measures will, given the costs involved and the state of the art, correspond to the nature of the personal data to be processed.

We make every effort to prevent, detect and, where appropriate, take action against security breaches with regard to personal data.

26. Reporting obligation

In the event of a security breach and/or data breach as referred to in the Data Breach Notification Act, we will inform you about this as soon as reasonably possible.

The reporting obligation includes at least reporting the fact that there has been a breach or incident, as the (alleged) cause of the breach or incident, the currently known and/or expected consequence and the (proposed) solution.

You will, if necessary in your opinion, inform data subjects and other Third Parties including the Dutch Data Protection Authority and/or other competent authorities about a data breach or other incidents.

We are not permitted to provide information directly about a data breach or other incidents to data subjects or other Third Parties, unless we are legally obliged to do so or you have given permission.

27. Rights of data subjects

We cooperate with you to, after approval from, and on behalf of you:

  • Provide data subjects with access to their personal data;
  • Delete or correct personal data of data subjects;
  • Demonstrate that personal data have been deleted or corrected, if they are incorrect (or there is discussion about the correctness of personal data).

We cooperate as far as reasonably possible with your obligations under the Personal Data Protection Act or other applicable legislation in the field of processing personal data. The responsibility for compliance with these obligations rests fully and exclusively with you. The costs associated with this cooperation are not included in the agreed prices and fees and are fully at your expense.

28. Inspection

We allow you to inspect our compliance with the security measures or that at your request our processing facilities are inspected by a designated research institution.

You will pay all costs, fees and expenses related to the inspection, including reasonable internal costs incurred by us.

You will provide us with a copy of the inspection report.