Terms and conditions

• 1.1 Client: any natural or legal person acting in the course of business who enters into an agreement with GSD.
• 1.2 Consumers are expressly excluded. These terms do not apply to consumers as defined in Dutch Civil Code article 6:230g.
• 1.3 Services: all work performed by GSD, including but not limited to software development, custom PHP, API integrations, hosting, maintenance and support.
• 1.4 These terms apply to all legal relationships between GSD and the client, unless agreed otherwise in writing.

• 2.1 Offers are without obligation and valid for 30 days, unless stated otherwise.
• 2.2 An agreement is formed after written or electronic confirmation by the client, or by the actual start of work by GSD.

• 3.1 GSD performs the services in accordance with the agreed scope.
• 3.2 Work outside the agreed scope qualifies as additional work and is invoiced separately at the applicable rate.
• 3.3 Additional work is carried out after consultation, unless immediate execution is reasonably necessary.

• 4.1 The client provides complete, correct and usable information, materials and access in time.
• 4.2 The client guarantees the accuracy and lawfulness of the provided data.
• 4.3 Delays caused by the client are for the client's account and risk.

• 5.1 GSD applies hourly rates and/or fixed project prices as agreed.
• 5.2 Invoices must be paid within 14 days of the invoice date.
• 5.3 In case of late payment, statutory commercial interest and reasonable collection costs are due.
• 5.4 GSD may suspend its work as long as payment is outstanding.

• 6.1 Stated timelines are indicative, unless expressly agreed otherwise.
• 6.2 Delivery takes place in phases or iterations.
• 6.3 The client tests deliveries in time and reports defects concretely.
• 6.4 If the client does not respond within a reasonable period, the work is deemed accepted.

• 7.1 GSD performs its work with care and craftsmanship.
• 7.2 GSD provides no guarantees regarding specific results, performance or error‑free operation, unless agreed in writing.
• 7.3 Errors attributable to GSD are remedied within a reasonable period.

8.1 All IP rights in works developed under the agreement, including but not limited to:

• software and source code
• databases
• technical documentation
• designs, architecture and configurations

fully and exclusively accrue to the client once all amounts due have been paid in full.

• 8.2 Upon full payment, GSD irrevocably and exclusively transfers all existing and future IP rights in the delivered results to the client, to the extent permitted by law.
• 8.3 The transfer includes the rights to use, modify and further develop, reproduce and publish, and sub‑license and transfer to third parties.
• 8.4 GSD waives, to the extent permitted by law, any moral rights.
• 8.5 Until full payment, IP rights remain with GSD.

• 9.1 If open‑source or third‑party software is used, the associated license terms apply.
• 9.2 GSD is not liable for limitations arising from such licenses.

• 10.1 Both parties undertake to keep confidential information secret.
• 10.2 This obligation continues after termination of the agreement.

• 11.1 GSD processes personal data in accordance with applicable privacy law.
• 11.2 If GSD qualifies as processor, a separate data processing agreement will be concluded.
• 11.3 Without a processing agreement, GSD may suspend processing.

• 12.1 Where hosting or maintenance is provided, separately agreed terms apply.
• 12.2 Uptime is a best‑effort obligation unless explicitly agreed otherwise.
• 12.3 Maintenance may cause temporary interruptions.

• 13.1 Third‑party services are subject to their own terms.
• 13.2 GSD is not liable for shortcomings of third parties.

• 14.1 GSD's liability is limited to direct damages.
• 14.2 Liability is capped at the amount paid by the client to GSD in the 12 months prior to the event causing damage.
• 14.3 GSD is not liable for indirect damages, consequential loss, lost profits, data loss or reputational damage.
• 14.4 This limitation does not apply in case of intent or deliberate recklessness by GSD.

• 15.1 In case of force majeure, GSD may suspend its obligations.
• 15.2 Force majeure includes outages of third parties or infrastructure.

• 16.1 Termination is in writing with due observance of agreed terms.
• 16.2 Upon termination, payment obligations and IP transfer remain in force.

• 17.1 Changes do not apply to ongoing agreements, unless agreed in writing.

• 18.1 Dutch law applies to all agreements.
• 18.2 Disputes are submitted to the competent court in the Netherlands.