General Terms and Conditions

These general terms and conditions apply to all quotations, offers, and agreements of Bedrock Engineer B.V.

These terms and conditions are available in Dutch and in English. In the event of any difference in interpretation, the Dutch version prevails. View the Dutch version

Company name
Bedrock Engineer B.V.
Registered office
Goes, the Netherlands
KvK number
98282581
VAT ID
NL868402552B01
Version
July 2026

Definitions

  1. Bedrock.engineer: Bedrock Engineer B.V., a private limited liability company incorporated under Dutch law, with its registered office in Goes, registered with the Dutch Chamber of Commerce (KvK) under number 98282581.
  2. Client: the legal entity or natural person acting in the exercise of a profession or business that engages Bedrock.engineer to perform Services.
  3. Agreement: any agreement between Bedrock.engineer and the Client regarding the provision of Services, including the quotation or offer accepted by the Client.
  4. Services: all work performed by Bedrock.engineer for the Client, including software development, data transformation and structuring, development of web applications, data visualization, digital twins, and related consultancy.
  5. Deliverables: all results of the Services delivered to the Client, including software, source code, models, documentation, and reports.
  6. Bespoke Deliverables: the parts of the Deliverables developed specifically for the Client within the scope of the Agreement.
  7. Generic Components: software components, libraries, and tools of a generic, client-independent nature developed by Bedrock.engineer, whether prior to or during the Agreement.
  8. Background Knowledge: all intellectual property rights, know-how, trade secrets, methods, software, and information owned by a party prior to the Agreement or developed entirely outside its scope.
  9. In Writing / Written: also includes communication by email.

Applicability

  1. These general terms and conditions apply to all quotations, offers, and Agreements between Bedrock.engineer and the Client.
  2. The applicability of any general or (purchase) conditions of the Client is explicitly rejected.
  3. Deviations from these terms and conditions are valid only if agreed In Writing. In the event of a conflict between the Agreement and these terms and conditions, the Agreement prevails.
  4. These terms and conditions are available in Dutch and in English. In the event of any difference in interpretation, the Dutch version prevails.
  5. Bedrock.engineer only enters into Agreements with parties acting in the exercise of a profession or business.

Quotations and conclusion of the Agreement

  1. A quotation issued by Bedrock.engineer is valid for one month from its date, unless stated otherwise.
  2. Quotations are based on the information provided by the Client. The Client warrants that this information is accurate and complete.
  3. An Agreement is concluded when the Client accepts the quotation In Writing, or when Bedrock.engineer commences the Services at the Client's request.

Performance of the Services

  1. Bedrock.engineer shall perform the Services to the best of its knowledge and ability. All obligations of Bedrock.engineer are best-efforts obligations (inspanningsverplichtingen), unless expressly agreed otherwise In Writing.
  2. Agreed or indicated timelines are estimates and never strict deadlines (fatale termijnen), unless expressly agreed otherwise In Writing. Exceeding a timeline does not constitute a default and does not entitle the Client to damages or termination.
  3. Bedrock.engineer may engage third parties in the performance of the Agreement. Articles 7:404 and 7:407(2) of the Dutch Civil Code are excluded.

Client's cooperation

  1. The Client shall provide, in a timely manner, all data, information, access, and decisions reasonably required for the performance of the Agreement.
  2. The Client warrants that it is entitled to provide the data it supplies and that the use thereof by Bedrock.engineer for the purposes of the Agreement does not infringe any rights of third parties.
  3. If the Client fails to comply with this obligation in a timely manner, timelines shall be extended accordingly, and Bedrock.engineer may charge the resulting costs, including waiting time, at its usual rates.

Changes and additional work

  1. Changes or additions to the agreed scope (additional work) shall only be performed after agreement has been reached on their consequences for price and timelines.
  2. If Bedrock.engineer performs changes at the Client's instruction, this qualifies as additional work chargeable at Bedrock.engineer's usual rates, also in the absence of a separate Written agreement.

Prices and payment

  1. All prices are exclusive of VAT and other government levies.
  2. Bedrock.engineer may invoice in installments, per milestone, or monthly in arrears.
  3. Payment shall be made within 30 days of the invoice date, without suspension or set-off.
  4. In the event of late payment, the Client is in default by operation of law and owes the statutory commercial interest (Article 6:119a of the Dutch Civil Code) as well as extrajudicial collection costs in accordance with the Dutch Decree on compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten).
  5. Bedrock.engineer may suspend the performance of the Services for as long as due and payable invoices remain unpaid.
  6. All rights of use and the assignment referred to in Article 9 take effect only upon full payment of everything owed by the Client under the Agreement.

Confidentiality

  1. The parties shall keep confidential all information that is marked as confidential or the confidentiality of which reasonably follows from its nature, including trade secrets.
  2. This obligation does not prevent Bedrock.engineer from using generic insights, methods, techniques, skills, and analytical tools used, developed, or improved during the performance of the Agreement, provided these are decoupled from and cannot be traced back to the Client's confidential information or specific results.

Intellectual property

  1. All rights to a party's Background Knowledge remain vested in that party.
  2. The intellectual property rights to Bespoke Deliverables are assigned to the Client upon full payment. Insofar as a further deed is required for the assignment, Bedrock.engineer shall cooperate. Until the assignment takes effect, the Client has a right to use the Bespoke Deliverables for the purpose intended in the Agreement.
  3. Generic Components remain the property of Bedrock.engineer. Bedrock.engineer makes Generic Components available under the Apache License 2.0, unless agreed otherwise.
  4. Insofar as the Deliverables contain Background Knowledge or other components of Bedrock.engineer that have not been made available under Article 9.3, the Client obtains, upon full payment, a perpetual, irrevocable, non-exclusive, royalty-free license to use these as embedded in the Deliverables, to the extent necessary for the use, maintenance, and modification of the Deliverables. This license is transferable only together with the Deliverables or the Client's business.
  5. Bedrock.engineer remains entitled to use the general knowledge, skills, experience, ideas, methods, and techniques gained in the performance of the Agreement for other purposes, subject to Article 8.
  6. Bedrock.engineer may publish improvements and extensions to its existing open-source libraries and its Generic Components developed during the performance of the Agreement in its public repositories, provided these contain no confidential information of the Client, no data of the Client, and no client-specific logic.

Open source and third-party components

  1. Deliverables may contain open-source software and components or services of third parties. These are governed exclusively by the applicable (license) terms of those third parties.
  2. Third-party components are not covered by the assignment and licenses of Article 9, nor by the warranty of Article 11. Bedrock.engineer shall exercise reasonable care in selecting them.

Warranty

  1. For a period of 30 days after delivery, Bedrock.engineer shall repair, free of charge, defects in the Deliverables, including Generic Components as integrated therein, that are reproducible and constitute a material deviation from the agreed specifications. This repair is the Client's sole remedy in the event of defects.
  2. The warranty does not cover defects resulting from: third-party components; use contrary to the documentation or the intended purpose; modifications made by anyone other than Bedrock.engineer; or causes outside the software itself.
  3. Maintenance and support after this period shall be provided only under a separate Agreement.

Data and privacy

  1. The Client is responsible for the lawfulness of the data it provides.
  2. If Bedrock.engineer processes personal data on behalf of the Client within the meaning of the GDPR, the parties shall conclude a data processing agreement.

Duration and termination

  1. An Agreement for a specific project ends upon its completion. An Agreement for an indefinite period may be terminated by either party In Writing, observing a notice period of 30 days.
  2. The Client may terminate a project Agreement prematurely In Writing, observing a notice period of four weeks. Upon termination, the Client owes:
    1. the fee for the work performed up to the end of the notice period;
    2. the costs incurred and the commitments entered into with third parties that can no longer be undone; and
    3. a cancellation fee of 25% of the agreed fee for the work that will not proceed as a result of the termination.
  3. Either party may terminate the Agreement with immediate effect if the other party is declared bankrupt, is granted a suspension of payments, or ceases its business.
  4. Provisions that by their nature are intended to continue after the end of the Agreement (including Articles 8, 9, 15, and 16) shall remain in force after the end of the Agreement.

Force majeure

  1. Bedrock.engineer is not obliged to perform any obligation if it is prevented from doing so as a result of force majeure, which includes: illness, failures of energy or telecommunications facilities, failures of third-party services, cyber incidents not attributable to Bedrock.engineer, and government measures.
  2. If the force majeure continues for more than 60 days, either party may terminate the Agreement In Writing for the part not yet performed, without being liable for damages. Work already performed shall be paid for.

Liability

  1. Bedrock.engineer is only liable for direct damages resulting from an attributable failure in the performance of the Agreement.
  2. Liability for indirect or consequential damages is excluded. This includes, among other things, lost profit, missed savings, loss or corruption of data, and business interruption.
  3. Bedrock.engineer's total liability, on any grounds whatsoever, is limited to the amount paid by the Client under the Agreement (excluding VAT), with a maximum of € 50,000.
  4. Any claim lapses twelve months after the Client became aware, or could reasonably have become aware, of the damage.
  5. These limitations do not apply in the event of intent or deliberate recklessness on the part of Bedrock.engineer or its managers.

Governing law and disputes

  1. All legal relationships between Bedrock.engineer and the Client are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention (CISG) is excluded.
  2. Disputes shall be submitted exclusively to the competent court of the Zeeland-West-Brabant District Court.