Last updated: 17 April 2026
These terms and conditions apply to all quotations, agreements and deliveries by Codery to its clients. They describe the mutual rights and obligations when engaging our services and supplement the specific arrangements made in the agreement itself.
In these terms and conditions:
These terms and conditions apply to all quotations, proposals, agreements and deliveries by Codery, unless the Parties have expressly agreed otherwise in writing.
Terms of the Client — of whatever kind — do not apply and are expressly rejected.
If one or more provisions of these terms are void or voidable, the remaining provisions remain in full force. The Parties will in that case consult to agree on a replacement provision that approaches the purpose of the original provision as closely as possible.
Quotations and proposals from Codery are non-binding and valid for 30 days from the date of issue, unless stated otherwise.
An Agreement is formed the moment the Client accepts a quotation in writing — including by email — or the moment Codery begins performing the Services at the Client's instruction.
Codery is not bound by obvious clerical or calculation errors in quotations or confirmations. Arrangements not confirmed in writing by Codery are not binding on Codery.
All prices quoted by Codery are in euros and exclude VAT and other government levies, unless expressly stated otherwise.
Codery may charge for work on the basis of a fixed fee, an agreed hourly rate, or another form of compensation set out in the Agreement. Unless agreed otherwise, Codery invoices monthly in arrears.
Payment is due within 30 days of the invoice date, without deduction or offset. If the payment term is exceeded, the Client is in default by operation of law and owes statutory commercial interest as well as reasonable (extrajudicial) collection costs.
For engagements with a longer duration or larger total amount, Codery may request an advance payment. Codery reserves the right to adjust rates annually based on the Dutch CBS consumer price index.
Codery will perform the Agreement to the best of its ability and insight. Unless expressly agreed otherwise, this is a best-efforts obligation and not a result obligation.
Stated deadlines are target deadlines, not hard deadlines, unless expressly agreed otherwise in writing.
The Client ensures that all data, information, access and facilities that Codery reasonably requires for the performance of the Agreement are provided in time and in the required form.
Codery may engage third parties for the execution of the Agreement. Changes to the engagement (additional work) are charged separately at the rates applicable at that time, unless the Parties agree otherwise in writing.
All intellectual property rights in the Deliverable rest with Codery until the Client has paid the full agreed fee in full. Upon full payment, Codery transfers the intellectual property rights in the Deliverables specifically developed for the Client to the Client, to the extent these rights are transferable.
Codery retains all rights in know-how, methods, tools, frameworks, libraries and other generic components that it brings in or develops during the performance of the Agreement and that have not been developed specifically for the Client. The Client obtains a non-exclusive, non-transferable right of use for these components to the extent necessary to use the Deliverable.
For open source components included in the Deliverable, the licence terms of the relevant open source licences apply. Codery informs the Client in advance about any open source components with a restrictive (e.g. copyleft) licence.
Codery may use the Deliverable at an aggregated or anonymised level for reference purposes, provided no business-sensitive information of the Client is disclosed.
Codery is only liable for direct damage caused by an attributable failure in the performance of the Agreement.
Any liability of Codery is limited to a maximum of the amount the Client has actually paid to Codery for the relevant Agreement in the six (6) months preceding the event giving rise to the damage, with a maximum of the amount paid out by Codery's liability insurance in the specific case.
Liability of Codery for indirect damage — including lost profits, missed savings, reputational damage, business interruption, loss of data and damage from third-party claims — is excluded.
The limitations of liability do not apply if and to the extent the damage is the result of intent or wilful recklessness on the part of Codery or its management.
The Client indemnifies Codery against claims from third parties related to the Deliverable or the Client's use of it, unless these claims result from an attributable failure by Codery.
A complaint about the performance of the Agreement or the Services delivered must be notified to Codery in writing as soon as possible, but no later than 30 days after discovery — failing which all rights lapse.
In case of force majeure, Codery is not obliged to fulfil any obligation under the Agreement and the Client is not entitled to compensation.
Force majeure is understood to include — in addition to the meaning given by law and case law — disruptions of internet or telecommunications connections, failure of third parties engaged by Codery (including cloud providers), cyber attacks, pandemics, government measures and other circumstances beyond Codery's control.
If the force majeure situation continues for more than sixty (60) days, both Parties are entitled to terminate the Agreement in writing without being liable for damages. Work already performed is settled pro rata.
The Parties are obliged to keep confidential all confidential information they have obtained from each other or from another source in the context of the Agreement. Information is considered confidential if this is communicated by the other Party or if it follows from the nature of the information.
The confidentiality obligation continues in full force after the end of the Agreement, for as long as the relevant information is confidential in nature.
Exceptions apply to information that:
On first request, each Party returns or destroys all confidential information of the other Party, except where retention is required by law or regulation.
The Agreement applies for the duration and scope set out in the Agreement.
Each Party is entitled to terminate the Agreement out of court if the other Party, after a proper written notice of default with a reasonable period, attributably fails to fulfil any material obligation under the Agreement.
Codery is entitled to terminate the Agreement in writing with immediate effect, without notice of default, if the Client:
Upon termination, payment obligations that have already arisen remain in full force. Obligations that are intended to continue by their nature — including confidentiality, liability and intellectual property — remain in force after termination.
All Agreements between Codery and the Client are governed exclusively by Dutch law, with the exclusion of the Vienna Sales Convention.
Disputes arising out of or in connection with an Agreement are submitted exclusively to the competent court of the Rechtbank Noord-Holland, unless mandatory law provides otherwise.
The Parties will make efforts to resolve disputes first by mutual consultation before submitting the dispute to the court.
Questions about these terms? Get in touch via info@codery.nl.