Calibration Framework

Terms & Conditions

General Terms

General Terms and Conditions for Techflection B.V.

Read how we deliver software and services, the rights and responsibilities for both parties, and the specific SaaS terms for the Calibration Framework.

Version 202502 The Hague, The Netherlands KvK: 73836451

Parties

  • Techflection B.V., established in The Hague, registered with the Dutch Chamber of Commerce under number 73836451 (hereinafter: "Techflection" or "Supplier"),
  • the counterparty, being a natural person or legal entity (hereinafter: "Customer" or "Client").

Scope

Applies to all offers, agreements, and deliveries for the Calibration Framework and related services, unless explicitly agreed otherwise in writing.

Key protections

Fair use, IP, liability

SaaS focus

Best-efforts delivery

Services and Software are provided with due care; timelines are indicative unless expressly agreed otherwise.

Intellectual property

IP stays with Techflection; Customer receives a non-transferable right to use the Software for agreed purposes.

Liability boundaries

Liability is limited to recent fees and excludes indirect damages; soft overage policies apply for SaaS usage.

Article 1. Definitions

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  • Services: all activities, services, consultancy, maintenance, implementation, updates, hosting, support, or other activities provided by Supplier to Customer.
  • Software: all software developed or made available by or on behalf of Supplier, including SaaS applications, APIs, scripts, and modules.
  • Agreement: any written or electronic agreement between the Parties regarding the provision of Services and/or Software, including appendices and subsequent amendments.
  • Documentation: all written or digital information relating to the Software or Services.
  • Defect: demonstrable failure of the Software or Services to comply with the specifications agreed upon in writing.
  • Parties: jointly, Supplier and Customer.

Article 2. Applicability

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  • These general terms and conditions apply to all offers, agreements, and deliveries of Supplier, unless expressly agreed otherwise in writing.
  • Deviations are valid only if confirmed in writing by Supplier.
  • Any purchasing or other terms and conditions of Customer are expressly rejected.
  • If any provision is null or voidable, the remaining provisions remain fully effective. The invalid provision shall be replaced by a provision that most closely reflects its purpose and intent.

Article 3. Formation of the Agreement

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  • All quotations and offers issued by Supplier are non-binding.
  • The Agreement is formed when Customer accepts a quotation, places an order, or when Supplier confirms the assignment or commences execution.
  • Supplier may refuse assignments or impose additional conditions, including but not limited to cases of insufficient creditworthiness of Customer.
  • Customer is responsible for providing accurate and complete information required for the execution of the Agreement.

Article 4. Performance of the Services

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  • Supplier shall perform the Services with due care and professional skill. All obligations are obligations of best effort unless a specific result is expressly agreed in writing.
  • Supplier determines the method of execution and may engage third parties.
  • Delivery and completion deadlines are indicative and not strict deadlines unless expressly agreed otherwise in writing.
  • Supplier may suspend deliveries or Services as long as Customer fails to meet any obligation, including payment obligations.
  • Supplier is not obliged to maintain or support Software or Services unless explicitly agreed in the Agreement.

Article 5. Delivery and Acceptance of Software

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  • Software is delivered electronically, including via download, installation, or online access through SaaS.
  • The Software is deemed accepted upon delivery or first use, unless Customer notifies Supplier in writing within fourteen (14) days, stating substantiated material Defects.
  • After acceptance, remediation of Defects qualifies as maintenance or change work, subject to separate fees.
  • Supplier does not guarantee uninterrupted or error-free operation of the Software but shall make reasonable efforts to remedy reported Defects.

Article 6. Intellectual Property

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  • All intellectual property rights to the Software, Documentation, designs, algorithms, databases, methodologies, and other materials remain vested in Supplier or its licensors.
  • Customer is granted a non-exclusive, non-transferable, non-sublicensable right to use the Software solely for the agreed duration and purposes.
  • Customer is not permitted to copy, modify, reverse engineer, decompile, distribute, resell, rent, or otherwise exploit the Software.
  • Custom-developed components remain the property of Supplier. Supplier may freely reuse generic elements, modules, templates, or concepts.
  • Customer grants Supplier a royalty-free, worldwide, perpetual license to use any feedback or suggestions implemented by Supplier.

Article 7. Fees and Payment

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  • Fees are specified in the Agreement or quotation and are exclusive of VAT and other levies.
  • Invoices must be paid in full within fourteen (14) days of the invoice date unless agreed otherwise in writing.
  • In the event of late payment, Customer is automatically in default and owes statutory commercial interest and reasonable extrajudicial collection costs.
  • Supplier may suspend access to Software or Services due to non-payment without liability for damages.
  • All costs arising from incorrect information or negligence by Customer are borne by Customer.

Article 8. Warranties and Maintenance

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  • Supplier warrants that the Software substantially complies with agreed specifications upon delivery.
  • During the warranty period, Supplier shall reasonably remedy Defects or provide a workaround.
  • The warranty does not apply to Defects caused by improper use, unauthorized modifications, or unsupported systems.
  • Maintenance and updates are provided only if agreed in a separate maintenance or subscription agreement.

Article 9. Liability

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  • Supplier’s total liability is limited to the amount paid by Customer in the month preceding the event causing damage, capped at the amount paid out by Supplier’s insurer.
  • Supplier is not liable for indirect or consequential damage, loss of profit, loss of data, business interruption, or third-party claims.
  • Liability lapses if Customer does not notify Supplier in writing within thirty (30) days of discovering the damage.
  • These limitations do not apply in cases of intent or gross negligence by Supplier’s management, or in cases of death or personal injury.
  • Customer indemnifies Supplier against third-party claims arising from Customer’s use of the Software or Services.

Article 10. Force Majeure

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  • Supplier is not liable for failure to perform due to force majeure, including but not limited to failures of suppliers, hosting or network providers, internet outages, government measures, war, pandemics, fire, flooding, or staff shortages.
  • Obligations are suspended during force majeure.
  • If force majeure lasts longer than sixty (60) days, either Party may terminate the Agreement in writing without liability, subject to payment for services already rendered.

Article 11. Term and Termination

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  • The Agreement is entered into for the agreed term and may be terminated with one (1) month’s notice unless agreed otherwise.
  • Supplier may terminate the Agreement with immediate effect if Customer is in default, applies for suspension of payments, is declared bankrupt, or ceases operations.
  • Outstanding payment obligations remain due upon termination.
  • Upon termination, the right to use the Software ends. Supplier will cooperate with data export upon written request and reasonable compensation, provided all invoices are paid.

Article 12. Confidentiality

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  • Parties shall keep confidential all confidential information obtained in connection with the Agreement.
  • Information is confidential if designated as such or reasonably deemed confidential.
  • Confidentiality obligations survive for five (5) years after termination.
  • Supplier may share confidential information with employees or subcontractors subject to confidentiality obligations.

Article 13. Privacy and Data Protection

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  • Parties shall comply with applicable data protection laws, including the GDPR.
  • A separate data processing agreement shall apply where Supplier processes personal data on behalf of Customer.
  • Supplier shall implement appropriate technical and organizational security measures.
  • Supplier is not liable for violations of privacy legislation attributable to Customer.

Article 14. Amendment of Terms

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  • Supplier may amend these terms. Amendments take effect thirty (30) days after written notification.
  • If Customer objects within this period, existing Agreements remain governed by prior terms; new Agreements fall under the amended terms.

Article 15. Governing Law and Disputes

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  • All Agreements are governed exclusively by Dutch law.
  • Disputes shall be submitted exclusively to the competent court in The Hague.
  • Parties shall first attempt amicable resolution, including mediation, before litigation.

Article 16. Additional Terms - Calibration Framework (SaaS)

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  • If Customer uses the SaaS platform offered under the Calibration Framework, this article applies in addition to the Agreement and these terms. In case of conflict, this article prevails.
  • The Calibration Framework is based on the number of persons entitled to access or use the platform, including all individuals with an active employment contract or comparable legal relationship, whether full-time or part-time.
  • Access or entitlement is deemed license- or usage-relevant regardless of actual active use.
  • Supplier applies a soft overage buffer of five percent (5%) above the agreed number of users or usage volume without automatic additional charges.
  • Usage exceeding five percent (5%) may be treated as excess usage, entitling Supplier to: charge additional fees; recalibrate the subscription tier; adjust pricing or the Agreement; take other reasonable measures aligned with actual usage.
  • Supplier may periodically or randomly verify usage and request relevant data. Customer shall cooperate fully and timely.
  • Customer remains responsible for correct use and for providing accurate, complete, and up-to-date information.
  • Supplier is not liable for consequences arising from inaccurate or incomplete information provided by Customer.
  • No rights for future or structural overage may be derived from the soft overage buffer.

Closing

These terms apply to all quotations and deliveries for Techflection B.V. unless explicitly superseded by written agreement.

For questions about these terms, please contact your Techflection representative.

  • Techflection B.V.
  • The Hague – Version 202502
  • These General Terms and Conditions of Techflection B.V. (version 202502) apply to all quotations and deliveries.