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Terms and conditions

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These terms apply to all quotes and assignments of AVENDOX for business clients. You also receive them as an attachment to every quote. This is a translation; in case of differences the Dutch version prevails.

In short: cancellation and refunds

  • We work in phases with an acceptance moment for each phase. You pay per accepted phase.
  • You can cancel a phase that has not yet started free of charge. If you cancel during a phase, you pay for the work done up to that point.
  • We do not refund accepted phases. If you find an error caused by us within 30 days of acceptance, we fix it free of charge.

1. Definitions and scope

  1. AVENDOX: AVENDOX, established at Frans Erensstraat 40, 5044 PM Tilburg, the Netherlands, registered with the Netherlands Chamber of Commerce (KVK) under number 42178130. Client: the organisation that gives AVENDOX an assignment. These terms only apply to clients acting in the course of a profession or business.
  2. These terms apply to all quotes, assignments and agreements of AVENDOX. Deviations only apply if agreed in writing.
  3. Purchasing or other terms of the client do not apply, unless AVENDOX has expressly accepted them in writing.

2. Quotes and formation of the agreement

  1. Quotes are without obligation and valid for 30 days, unless stated otherwise. Prices exclude VAT, unless stated otherwise.
  2. The agreement is formed by written or electronic acceptance of the quote, or when AVENDOX starts the work with the client's consent.

3. Work in phases

  1. AVENDOX performs the assignment to the best of its knowledge and ability (an obligation of effort), unless a result has been expressly promised.
  2. The assignment is carried out in phases as described in the quote. Each phase ends with an acceptance moment. If the client does not respond within ten working days after delivery, the phase is deemed accepted.
  3. Stated deadlines are target dates, unless expressly agreed as strict deadlines.
  4. AVENDOX may engage third parties for parts of the work, including hosting and artificial intelligence services. AVENDOX remains responsible for the performance.

4. Cooperation of the client

  1. The client provides the information, access and decisions needed in good time. Delays caused by their absence are not at the expense of AVENDOX.
  2. The client is responsible for the accuracy of the data it supplies and for the right to have that data processed.

5. Additional work and changes

  1. Changes or extensions of the assignment are discussed in advance and recorded in writing, with their consequences for price and planning. Without that agreement no additional work is charged.

6. Artificial intelligence

  1. Solutions may use AI models from third parties. AI output can be incorrect or incomplete. The client remains responsible for decisions taken with the help of AI; AVENDOX designs solutions so that a person can check and intervene where needed.
  2. AVENDOX does not use the client's data to train AI models and chooses services that contractually exclude this, unless agreed otherwise in writing.
  3. AVENDOX reports changes to a third-party AI service (availability, price, model version) as soon as possible, together with the consequences for the client.

7. Prices and payment

  1. Invoicing takes place per phase after acceptance, or as agreed in the quote. Recurring costs (such as hosting, licences and use of AI services) are stated in the quote and invoiced periodically.
  2. Payment within 14 days of the invoice date. In case of late payment the client owes the statutory commercial interest, and after a written reminder AVENDOX may suspend the work.
  3. AVENDOX may adjust its rates once a year; ongoing phases remain at the agreed price.

8. Cancellation and refunds

  1. The client may cancel a phase that has not yet started free of charge. If the client cancels during a phase, it pays for the work done and costs incurred up to that moment.
  2. No refunds are given for accepted phases. Defects reported within 30 days after acceptance that are attributable to AVENDOX are repaired free of charge.

9. Intellectual property

  1. Rights to custom components developed by AVENDOX pass to the client after full payment, or the client receives an unlimited, perpetual licence to use them, as stated in the quote.
  2. General knowledge, methods, reusable building blocks and tools of AVENDOX remain the property of AVENDOX; the client receives a right to use them insofar as needed for the delivered work.
  3. Third-party software and services are subject to the terms of those third parties.
  4. AVENDOX may mention the work in general terms as a reference only with the client's permission.

10. Confidentiality and personal data

  1. Both parties keep the other's confidential information secret, also after the assignment has ended.
  2. If AVENDOX processes personal data on behalf of the client, the parties conclude a data processing agreement, which takes precedence over these terms.

11. Liability

  1. The liability of AVENDOX is limited to direct damage and to the amount invoiced for the phase concerned, with a maximum of the total invoiced in the six months before the event that caused the damage.
  2. AVENDOX is not liable for indirect damage, such as consequential loss, lost profit, missed savings and damage due to business interruption, nor for damage caused by incorrect or incomplete data from the client.
  3. These limitations do not apply in case of intent or deliberate recklessness on the part of AVENDOX.
  4. A claim lapses if the damage has not been reported in writing within twelve months of it arising.

12. Force majeure

  1. In case of force majeure, including failures at third-party services beyond AVENDOX's control, obligations are suspended. If force majeure lasts longer than 60 days, either party may terminate the agreement in writing, without compensation.

13. Duration and termination

  1. Ongoing services (such as maintenance) apply for the period stated in the quote and can then be terminated monthly with one month's notice.
  2. On termination AVENDOX cooperates in an orderly transfer of data and documentation, at the applicable rate insofar as this falls outside the assignment.

14. Applicable law and disputes

  1. All agreements are governed by Dutch law. Disputes are submitted to the competent court of the District Court of Zeeland-West-Brabant, unless the law provides otherwise. The parties first try to resolve a dispute together.