TERMS OF SERVICE

1. General Provisions

LUX-LEET operates under the NLdigital Voorwaarden 2025, which NLdigital has deposited with the District Court of Midden-Nederland (Utrecht). That filing location is administrative and does not determine where disputes are heard — see Chapter 15. These terms apply to all offers, legal relationships, and agreements. Any deviations are only valid if confirmed in a written deed.

In accordance with Art 12, payments are due within 14 days of the invoice date. LUX-LEET reserves the right to suspend services if payments are in arrears (Art 12.5).

2. Compliance

Both parties comply with current digital regulations. LUX-LEET works to ensure its software solutions meet applicable EU standards for digital safety. The client is responsible for obtaining any specific administrative or legal permits required for their own business activities (Art 19).

3. Cybersecurity

LUX-LEET maintains an infrastructure management style aligned with NIS2 and DORA principles. We implement defensive measures proportionate to the agreed risk profile. In the event of a security incident, LUX-LEET will notify the client without undue delay after internal verification (Art 21).

4. Personal Data Processing

Where LUX-LEET processes personal data on behalf of the client, we act as a Processor under the GDPR. Our obligations are explicitly governed by Chapter 4 of the NLdigital conditions and our standard Data Processing Addendum (DPA).

5. Data Sharing & Data Act

In alignment with the 2025 EU Data Act, LUX-LEET protects the trade secrets and business intelligence embedded within system metadata. We only share machine-generated data where required by law or necessary for service continuity (Art 34).

6. AI and SaaS

For any AI-driven logic or SaaS modules provided, LUX-LEET provides transparency about how the AI Act's risk categories apply. We monitor our SaaS environments (Art 36) but are not liable for autonomous decisions made by non-LUX-LEET third-party AI models integrated at the client's request.

7. Software & IP Rights

In accordance with Art 42, all Intellectual Property rights to software, analyses, and documentation remain vested in LUX-LEET.

8. Software Development

LUX-LEET follows an Agile-first methodology. Specifications are dynamic (Art 50) and project success is measured via iterative acceptance tests. Formal delivery occurs upon the successful completion of the agreed Acceptance Period (Art 52).

9. Maintenance & Support

Ongoing software maintenance includes corrective updates and support as defined in Article 55. We strive for a 99.9% uptime for managed codebases under our internal SLA. Maintenance periods are coordinated via the ticket system.

10. Advisory & Consultancy

When acting in an advisory capacity, LUX-LEET performs its duties with professional care and technical integrity (Art 59). We provide objective technical guidance but assume no liability for business results if the client deviates from our recommended architecture.

13. Managed Hosting

As a boutique managed provider, we maintain total accountability for the security of our cloud environment (Art 70.3).

15. Liability & Dispute Resolution

Liability is governed by Art 15. Direct damage is limited to the contract value of the current year (max €500k). All agreements are governed by Dutch law. Any disputes will be adjudicated by the competent court of Amsterdam.

16. Development Capacity Plans

Development Capacity Plans are prepaid monthly retainers. The plan fee is invoiced and charged in advance of each billing cycle and is non-refundable, in whole or in part, once the cycle has begun — including where some or all of the allocated hours go unused. Hours are deducted from the client's balance as work is logged against the account. Unused hours expire at the end of each monthly cycle and do not carry over to the following month, and are not refundable or exchangeable for cash or credit; this does not apply to hours that LUX-LEET expressly designates as credited or carry-over hours, which remain available until used or until the plan ends. A client may cancel at any time to stop future renewals; cancellation takes effect at the end of the current paid cycle, during which the client retains access to any remaining hours, and does not entitle the client to a refund of the current or any prior cycle. Work requested beyond a client's remaining monthly allocation is treated as overage and billed separately at LUX-LEET's standard hourly rate unless otherwise agreed in writing.

Capacity Financing (negative balance). Where LUX-LEET and the client expressly agree in a signed addendum, the client's hour balance may be drawn below zero, up to a limit set out in that addendum, so that work can be carried out now against the allocations of future cycles. A negative balance is not written off at renewal: each new cycle's hours are applied to it first, so the amount drawn ahead is repaid over the following cycles, and moving to a lower tier repays it more slowly. Switching plans does not by itself settle the balance. If the plan is cancelled, or otherwise ends, while the balance is negative, the amount still outstanding becomes immediately due and is invoiced in full at LUX-LEET's standard hourly rate — not the plan rate — on the payment terms stated on that invoice. This settlement is in addition to, and is not reduced by, the non-refundability of fees already paid.

17. Fees, Invoicing & Payment

LUX-LEET contracts exclusively with business clients acting in the course of a profession or business; services are not offered to consumers, and the statutory consumer right of withdrawal does not apply. All fees are stated in euros and exclusive of VAT and of any third-party charges. Recurring fees (retainers, plans, managed hosting) and one-off project milestones may be invoiced in advance. Unless a different period is stated on the invoice, payment is due within 14 days of the invoice date. The client may not set off, discount, or suspend any payment. On late payment the client owes the statutory commercial interest (Section 6:119a Dutch Civil Code) and all reasonable extrajudicial collection costs, without a reminder being required. A dispute about an invoice must be raised in writing within 14 days of the invoice date, is limited to the disputed portion, and does not suspend the obligation to pay the remainder.

18. Price Changes & Indexation

LUX-LEET may adjust the fees for recurring services once per calendar year in line with the CBS Consumer Price Index (all households), effective on the next renewal date, without this giving a right of termination. Any other price change is notified at least 30 days in advance; for a recurring service the client may then terminate that service in writing before the new price takes effect. Rates for work outside a plan, and third-party charges passed through at cost, may change without prior notice.

19. Subscriptions: Term, Renewal & Cancellation

Care Plans, Development Capacity Plans, and Managed Hosting are entered into for a minimum term of one billing cycle and renew automatically for successive cycles of the same length until cancelled. Either party may cancel with effect from the end of the current paid cycle by giving notice through the client portal or in writing before that cycle's renewal date. Cancellation stops future renewals only; fees already invoiced for the current or past cycles remain due and are not refunded in whole or in part. Suspension for non-payment (Chapter 1) does not shorten the term or reduce the fees due. Where a Development Capacity Plan carries a negative hour balance under a Capacity Financing addendum, cancellation also makes the outstanding drawn-ahead amount immediately due and payable, settled as described in Chapter 16.

20. Acceptable Use & Client Content

The client is responsible for all data, code, and content it or its users place on infrastructure or SaaS managed by LUX-LEET, and warrants that this does not infringe third-party rights or applicable law. The following are not permitted: unlawful, infringing, or malicious content; unsolicited bulk messaging; attempts to breach or probe security; and use that places a disproportionate load on shared resources. LUX-LEET may suspend a service, or remove specific content, without liability where it reasonably believes this Chapter is breached, where a competent authority so requires, or where necessary to protect the integrity or security of its platform; the service is restored once the cause is resolved.

21. Backups, Data Loss & Exit

For managed environments LUX-LEET makes routine backups on a best-effort basis and retains them for a rolling window communicated to the client. Backups are a recovery aid, not an archiving service; the client remains responsible for keeping its own copies of material it cannot afford to lose. Liability for loss or corruption of data is limited in accordance with Chapter 15. On termination, LUX-LEET will, on written request and provided all invoices are paid, provide a one-off export of the client's application data in a common format within 15 business days. Unless a longer statutory retention applies, client data is deleted 30 days after termination. Migration assistance beyond the standard export is billed at LUX-LEET's standard hourly rate.

22. Confidentiality

Each party keeps confidential all non-public information of the other that it receives in connection with the agreement, uses it only to perform the agreement, and protects it with at least reasonable care. This does not apply to information that is or becomes public without breach, was already lawfully held, is independently developed, or must be disclosed by law or court order (with notice to the other party where permitted). This obligation survives termination for three years, and indefinitely for material that is a trade secret.

23. References & Publicity

Unless the client objects in writing, LUX-LEET may state that it provides or has provided services to the client, and may show the client's name, logo, and non-confidential elements of the delivered work in its portfolio, on its website, and in proposals. The client may withdraw this permission for future use at any time by written notice.

24. Non-Solicitation of Personnel

During the agreement and for 12 months after it ends, the client will not, directly or through others, solicit for employment or engage any LUX-LEET employee or contractor who was involved in the services, other than through a general public job advertisement not aimed at that person. Breach of this Chapter entitles LUX-LEET to an immediately payable sum equal to one year of that person's gross fees or salary, without prejudice to its right to full compensation.

25. Third-Party Services & Force Majeure

Delivery may rely on third-party services (including domain registrars, certificate authorities, payment processors, upstream hosting, and open-source or licensed components), each governed by its own terms. LUX-LEET is not liable for the acts, outages, changes, or price changes of such third parties, and charges passed through at cost follow the third party's pricing. Neither party is liable for failure or delay caused by force majeure, which includes failure of internet, telecom, power, or data-centre services, cyber-attack, default of a supplier or third party, epidemic, and government measures. Obligations are suspended for the duration; if force majeure lasts more than 60 days, either party may terminate the affected service in writing without liability.

26. General

The following provisions complete the agreement.