General Terms and Conditions

Contractor: Arcadia h.o.d.n. ArcMedium, Chamber of Commerce no. 91300339, VAT ID NL004035204B37.

Client: the business that enters into an agreement with the Contractor or receives a quotation for one.

Assignment: the work as described in the quotation, the agreement and the accompanying scope annex.

Additional work: anything falling outside that described scope.

Delivery: the moment at which the Contractor presents the result to the Client for review.

These terms apply to every quotation and agreement between the parties, including follow-up assignments.

The Contractor works exclusively for businesses. These terms are not written for consumers and the Contractor does not enter into agreements with consumers.

The Client's purchasing or other terms do not apply unless the Contractor has accepted them in writing in advance.

Where an arrangement in the agreement departs from these terms, the agreement prevails.

Quotations are valid for 30 days and are without obligation until accepted.

Prices are in euros and exclude 21% VAT unless stated otherwise.

The agreement is formed as soon as the Client accepts the quotation in writing or by email. Agreement by email counts as in writing.

Obvious errors and clerical mistakes in a quotation do not bind the Contractor.

The Contractor performs the assignment to the best of its insight and ability. Unless expressly agreed otherwise this is an obligation of effort, not of result.

Stated timeframes are indicative and never strict deadlines, unless the parties have expressly designated a timeframe as a strict deadline.

The Contractor may engage third parties. The Contractor remains responsible for the work of those third parties as for its own work.

The Client supplies texts, imagery, logos and access to the necessary accounts on time, and no later than the period stated in the agreement.

If materials are not supplied, the delivery date shifts accordingly. The cost of any resulting standstill is borne by the Client.

The Client warrants that it holds the rights to what it supplies. Third-party claims in that respect are for its account.

The Contractor treats login credentials confidentially and uses them solely for the assignment.

Work outside the agreed scope is quoted separately in advance at a fixed price and starts only after the Client's written agreement.

For small changes of less than an hour such a quotation is impractical. Those are carried out and invoiced afterwards at €95 per hour excluding VAT, with a minimum of fifteen minutes.

The Contractor notifies the Client in advance when a request falls outside scope. If the Contractor does not, it cannot be charged as additional work.

A change that materially alters the assignment entitles both parties to reconsider the agreement before the work proceeds.

Projects: 50% on commissioning, 50% on delivery. Retainers and hosting: monthly or annually in advance.

The payment term is 14 days from the invoice date.

On late payment the Client is in default by operation of law and owes the statutory commercial interest (wettelijke handelsrente), plus extrajudicial collection costs under the Dutch Besluit vergoeding voor buitengerechtelijke incassokosten.

Where an invoice is more than 30 days unpaid, the Contractor may suspend the work and the services provided. The Contractor gives at least 7 days' written notice of this. Suspension does not release the Client from its payment obligation.

The Client may not set off or suspend its payment.

The Contractor may index the rates for ongoing services annually on 1 January in line with the CBS price index for commercial services.

The number of revision rounds is stated in the agreement. Further rounds count as additional work under article 6.

The Client reviews the delivered work within 10 working days and reports defects in writing and as specifically as possible.

If the Client does not respond within that period, or puts the result into use, the work counts as accepted.

The Contractor repairs defects attributable to it free of charge. New wishes arising during the review are additional work, not a defect.

Hosting is provided on infrastructure of the Contractor or of a supplier chosen by the Contractor.

The Contractor makes every effort to achieve good availability but expressly gives no guarantee of it and agrees no availability percentage. Maintenance, supplier outages and necessary interventions may cause interruption.

The Contractor may carry out maintenance and announces planned maintenance in advance where possible.

On termination of hosting the Client receives an export of the website or application.

The Contractor may suspend the service in case of misuse, a security risk, or on the grounds of article 7.

What a retainer covers — the number of hours, the response time and the scope — is stated in the agreement.

Unused hours lapse at the end of the month and are not transferable.

Work outside the retainer falls under article 6.

After payment in full, the rights of use in the work made specifically for the Client transfer to the Client.

Generic components, frameworks, templates, scripts and the Contractor's internal tooling remain the property of the Contractor. The Client receives a non-exclusive, non-transferable right to use those insofar as needed to use the delivered work.

As long as payment has not been made in full, all rights remain with the Contractor.

Third-party licences — typefaces, plug-ins, image libraries, software licences — follow the terms of those third parties.

The Contractor may show the delivered work in its portfolio, on its website and in its marketing, and may name the Client and use the Client's logo in doing so.

The Client may refuse or withdraw this in writing at any time. The Contractor will then remove the work from new material within a reasonable period.

Domain names, certificates, software licences, imagery, external APIs and consumption of AI services are passed through without mark-up unless agreed otherwise.

Consumption costs that move with usage, such as AI tokens or API calls, are estimated in advance and settled afterwards on the basis of actual usage. An estimate is not a fixed price.

The Contractor is not liable for changes, price increases, outages or discontinuation of third-party services.

Where the Contractor supplies or configures AI models or automated workflows, the following applies in addition.

AI output is by its nature non-deterministic. The Contractor does not guarantee that output is correct, complete, current or fit for a particular purpose, nor that the same input produces the same output.

The Client remains responsible for checking output before it is used, published or shared, and for decisions taken on the basis of that output. The Contractor is not liable for the consequences of those decisions.

The Client warrants that it is entitled to use the data it has a model process, and that the processing is permitted under the GDPR and under any sector rules applying to it.

The Contractor does not build systems that independently determine legal consequences for individuals without a human taking the decision.

If a model provider changes its model, pricing or terms, that is not a failure on the Contractor's part. The parties will then consult on adjustment.

The Contractor's liability is limited per assignment to the amount invoiced for that assignment, excluding VAT. For ongoing services, the amount invoiced for that service in the 12 months before the event causing the damage applies.

The Contractor is not liable for indirect damage, including lost turnover or profit, missed savings, reputational damage, loss of data and business interruption.

The Contractor is not liable for damage caused by outages, changes or discontinuation at suppliers and third-party services.

These limitations do not apply in the event of intent or wilful recklessness on the part of the Contractor.

A claim lapses if it is not reported to the Contractor in writing within 12 months of discovery.

The Client is itself responsible for proper backups of data it entrusts to the Contractor or that arises in delivered systems, unless backup has been expressly agreed as a service.

In the event of force majeure, obligations are suspended. Force majeure includes in any case a prolonged outage at a hosting provider, network or power failure, a cyberattack, and the failure or discontinuation of a third-party service on which the assignment depends.

If the force majeure lasts longer than 60 days, either party may terminate the agreement in writing for the part not yet performed, without compensation.

The parties keep confidential information received from each other secret, and use it solely for the assignment.

This obligation continues after the agreement ends.

The Contractor may communicate in broad terms about the nature of the work within the limits of article 12.

Where the Contractor processes personal data on behalf of the Client, the parties conclude a data processing agreement before that processing begins.

For that processing the Client is the controller and determines the purpose and the means.

How the Contractor handles data of visitors to its own website is set out in its privacy policy.

A retainer runs for the term stated in the agreement and is thereafter terminable monthly with one month's notice. Hosting is terminable with one month's notice.

Termination is given in writing or by email.

If, on termination, the Client wants the Contractor to carry out the handover, that handover is performed at €95 per hour excluding VAT. A single export of the website or of the delivered workflows is free of charge.

The Contractor may terminate the agreement with immediate effect in the event of bankruptcy, suspension of payment or persistent default by the Client.

Work already performed remains due and payable on termination.

The Contractor may amend these terms. For agreements already running, an amendment takes effect only 30 days after it has been communicated to the Client.

If an amendment is materially disadvantageous to the Client, the Client may terminate the agreement within those 30 days with effect from the date the amendment takes effect.

The current version is always on this page.

Dutch law applies to all agreements.

Disputes are submitted to the district court of Rotterdam (rechtbank Rotterdam), unless mandatory law designates another court.

The parties will first try to resolve a dispute between themselves before going to court.

If a provision of these terms is void or voidable, the remaining provisions continue to apply and the parties will replace that provision with a valid one that comes as close as possible to its intent.