Terms and conditions

1. Definitions

• Contractor: Rodo Software, trading as Schedulingservice, registered with the Dutch Chamber of Commerce under number 99402203.
• Client: the party that enters into an agreement with the contractor or is negotiating one.
• Assignment: building a schedule, building a scheduling tool, or providing an ongoing scheduling service.
• Scheduling tool: the software the contractor develops for the client to generate schedules itself.
• Delivery: the moment the contractor makes the result available to the client.

2. Applicability

These terms apply to all quotes, agreements and deliveries of the contractor. The client's own general terms are expressly rejected unless agreed otherwise in writing.

Deviations apply only where the contractor has confirmed them in writing.

3. Quote and formation of the agreement

A quote is without obligation and valid for 30 days from its date unless it states otherwise. Prices in a quote exclude VAT.

The agreement is formed when the client accepts the quote in writing or by email, or when the contractor starts work with the client's agreement.

A quote is based on the data and assumptions the client supplied. If those turn out to differ materially, the contractor may adjust the quote in consultation with the client.

4. Performance and supply of data

The contractor performs the assignment to the best of its ability. The obligation is one of best efforts unless the quote expressly promises a result.

The client supplies, on time, in full and in the agreed format, all data, rules, preferences and constraints the contractor needs, and warrants their accuracy. The contractor is not liable for consequences of incorrect or incomplete information from the client.

Stated deadlines are indicative and not strict deadlines. A delay in the client's supply of data postpones delivery by at least the same period.

The contractor may engage third parties and remains responsible for the result.

5. Prices and payment

All amounts are in euros and exclude VAT. The contractor invoices a one-off schedule or a scheduling tool only after the client has accepted the result (clause 6), and an ongoing service per month in advance, unless agreed otherwise. The contractor asks no deposit for a one-off schedule or a scheduling tool unless the quote expressly says so.

The payment term is 14 days from the invoice date. After that the client is in default by operation of law and owes statutory commercial interest as well as extrajudicial collection costs.

The contractor may suspend performance while a due invoice is unpaid, after first notifying the client.

6. Satisfaction guarantee: review and acceptance

For a one-off schedule or a scheduling tool the client pays only after accepting the result. It works like this:

• On delivery the contractor explains the quality reached: which of the rules, assumptions and requirements recorded in the quote were met, and which were not or only partly.
• For a schedule the client receives the schedule for review. For a scheduling tool the client gets access to the tool during the review period to test it.
• The client states in writing or by email within 14 days of delivery whether it accepts the result. Taking the result into use also counts as acceptance. If the client does not respond within the period, the result counts as accepted.
• If the client does not accept the result, nothing is owed for it. Access to the tool ends and the client deletes the schedule it received; it may not use it. The contractor may offer one improved version free of charge, which is submitted for review again.
• After acceptance, further optimisation rounds and changes are additional work. The contractor quotes a price in advance and only invoices it after the client agrees.
• The guarantee covers the agreed work, not requirements outside the quote or data the client supplied incorrectly or incompletely. For an ongoing service the guarantee applies to the first schedule delivered.

7. Intellectual property and licence

All intellectual property rights in the work developed by the contractor, including a scheduling tool, its source code and the methods and models used, belong to the contractor.

After payment in full the client receives a non-exclusive, non-transferable and perpetual right to use the delivered work within its own organisation for the purpose for which it was made. Reselling, sub-licensing or publishing it to third parties requires the contractor's written permission.

An accepted and paid schedule, and the data the client supplied, are and remain the client's property.

The contractor may refer to the assignment in general terms as a reference, unless the client objects in writing. The client's name is used only with express permission.

8. Ongoing service

An ongoing scheduling service is entered into for an indefinite period and may be terminated by either party with effect from the end of a calendar month, with one month's notice.

The contractor may adjust the price annually, announced at least two months in advance. If the client does not agree, it may terminate the agreement with effect from the date the new price takes effect.

9. Confidentiality and personal data

Each party keeps confidential all confidential information it receives from the other and uses it only to perform the assignment.

Where the contractor processes personal data on the client's behalf, it acts as a processor within the meaning of the GDPR and only on the client's instructions. On request the parties conclude a data processing agreement. See also theprivacy policy.

10. Liability

The contractor's liability is limited, per event, to the amount invoiced for the assignment concerned, or for an ongoing service to the amount invoiced in the twelve months preceding the event.

The contractor is not liable for indirect damage, including consequential loss, lost profit, lost savings, reputational damage or damage from business interruption.

These limits do not apply in the case of intent or wilful recklessness.

A claim lapses if the client does not report the damage to the contractor in writing within three months of discovering it.

11. Force majeure

If the contractor cannot perform an obligation because of force majeure, its obligations are suspended. Force majeure includes at least a prolonged outage at the hosting provider, failure of internet or electricity, illness of the person performing the assignment, and government measures. If force majeure lasts more than 60 days, either party may terminate the agreement for the part not yet performed, without compensation.

12. Governing law and jurisdiction

Dutch law governs all agreements. Disputes are submitted to the competent court of the Rechtbank Limburg district court, after the parties have first tried to resolve them together.

13. Contact

• Rodo Software (Schedulingservice)
• Kazernestraat 17, 5928NL Venlo
• Chamber of Commerce 99402203 · VAT NL005386547B04
• info@schedulingservice.eu