Spring Morning Software · Business services · Version 22 September 2026

    Terms and Conditions

    These terms govern business assignments for freelance software development, consultancy and interim services by Spring Morning Software, sole proprietorship, Chamber of Commerce no. 53585801. The order confirmation contains the specific arrangements and current address and contact details.

    This is an English translation for convenience. The Dutch text is legally binding (Article 14.2).

    Download PDF (Dutch)

    Article 1 · General

    1. 1.1Spring Morning Software is the sole proprietorship registered under this trade name with the Netherlands Chamber of Commerce under number 53585801, hereinafter SMS. The other party is the client acting in the course of a profession or business, hereinafter the client. In writing includes email and other electronic messages that can be stored.
    2. 1.2These terms apply when they have been declared applicable to an offer or agreement for freelance software development, architecture, technical consultancy, product ownership, technical leadership, team coaching or agreed maintenance. They are not intended for consumers. SaaS subscriptions, platform use, hosting and supply of hardware are not covered by these terms and require separate arrangements.
    3. 1.3Deviations apply if the parties agree on them in writing. In case of conflict, the order confirmation prevails over these terms. A data processing agreement prevails insofar as it concerns the processing of personal data. The client's purchasing conditions are expressly rejected, unless SMS accepts them in writing.
    4. 1.4An invalid provision leaves the other provisions intact. The parties will seek a valid replacement that comes as close as possible to the agreed purpose. Not immediately enforcing a provision does not mean that any right is waived.

    Article 2 · Quotations and offers

    1. 2.1A quotation is valid for the period stated in it or, if none is stated, for thirty days. Obvious mistakes do not bind SMS if the client could reasonably have recognised them.
    2. 2.2The agreement is concluded by written acceptance of the quotation or order confirmation. A deviating acceptance requires the written consent of SMS. The parties record at least the work, the fee, the term and any specific results.
    3. 2.3Prices are in euros and exclusive of VAT. Travel, accommodation and other external costs are only charged separately if agreed in advance. A quotation does not automatically apply to follow-up assignments.

    Article 3 · Performance and changes

    1. 3.1SMS performs the assignment carefully and competently. Advice, interim work and work on an hourly basis are best-efforts obligations, unless a specific result has been expressly agreed. Functionality and acceptance criteria agreed in writing remain binding.
    2. 3.2The client provides correct information, access, decisions and cooperation in good time and ensures that it is entitled to provide them. SMS reports any shortcomings or risks it identifies that are relevant to the performance. The parties discuss the consequences for planning and costs.
    3. 3.3A schedule is indicative, unless a deadline has expressly been agreed as a strict deadline. In case of delay, SMS reports the cause and an adjusted schedule as soon as possible. Where the law requires this, the client gives a reasonable period for remedy in writing before SMS is in default.
    4. 3.4In iterative development, the parties determine the content and priorities per phase or iteration. A backlog or estimate does not in itself constitute a commitment that all items will be delivered within a certain budget or time frame. Changes in scope, budget or schedule are agreed in writing in advance; SMS does not perform paid additional work without the approval of an authorised contact person.
    5. 3.5SMS may engage suitable third parties and remains responsible for their work within the assignment. Where there are arrangements on personal performance, confidentiality, access or personal data, SMS observes those arrangements and asks for prior consent where necessary.
    6. 3.6The parties intend a contract for services (overeenkomst van opdracht) and arrange their actual cooperation accordingly. SMS determines the manner of performance within the agreed results and reasonable coordination on collaboration and security. The parties periodically assess whether practice still matches those arrangements. This provision offers no guarantee regarding the tax or employment law qualification and contains no indemnity for payroll taxes or employer obligations.
    7. 3.7For product ownership, technical leadership and team coaching, the mandate is recorded separately. SMS may only legally bind the client or take personnel decisions where expressly authorised to do so. SMS remains responsible for the quality of its own work and advice.

    Article 4 · Term and termination

    1. 4.1The order confirmation determines the term. A defined project assignment ends upon completion; ongoing services without an agreed end date apply for an indefinite period.
    2. 4.2Unless otherwise agreed in writing, the client may terminate the assignment in writing at any time with one month's notice. SMS may also terminate an agreement for an indefinite period with one month's notice. SMS does not terminate an assignment for a fixed period or until completion early without a compelling reason, unless a separate right of termination has been agreed.
    3. 4.3Upon termination, work performed and external costs approved in advance that can reasonably no longer be cancelled are settled. For a fixed price, the amount due is determined by the work performed and the applicable statutory rules, less savings. The remaining contract sum or all reserved hours are not automatically due.
    4. 4.4In the event of a shortcoming, the other party may proportionally suspend performance or dissolve the agreement in whole or in part, insofar as the law permits. Where necessary, this is preceded by a written notice of default with a reasonable period for remedy. In case of acute security risk, SMS may immediately restrict necessary access and informs the client as soon as possible.
    5. 4.5In the event of bankruptcy, suspension of payments or cessation of business, the other party may terminate insofar as insolvency law and any protective measures allow.
    6. 4.6The parties cooperate reasonably in an orderly handover. SMS provides the paid results and agreed documentation and cooperates in the transfer of client accounts and client data. Additional handover work is estimated and approved in advance; remedying its own shortcoming is not charged as additional work. The client ensures timely revocation of access.
    7. 4.7Amounts paid in advance for services that are no longer due after termination are refunded within thirty days, after set-off of amounts due. Rights that by their nature continue, such as confidentiality and granted perpetual rights of use, remain in force.

    Article 5 · Force majeure

    1. 5.1Force majeure is an impediment that by law cannot be attributed to the affected party. An outage at a supplier, a cyber incident or illness does not automatically constitute force majeure. Relevant factors include the arrangements made and measures that could reasonably have been taken.
    2. 5.2The affected party reports the cause, expected duration and consequences as soon as possible and limits the damage. The parties explore reasonable alternatives. Only the affected obligations are suspended.
    3. 5.3If force majeure lasts longer than two months, either party may terminate the part not yet performed in writing without compensation for the force majeure. Services already delivered that have independent value are settled; advance payments for cancelled services are refunded.

    Article 6 · Payment and rates

    1. 6.1SMS invoices work on an hourly basis monthly in arrears with a reasonable specification. For a fixed price, the agreed invoicing schedule applies. The payment term is fourteen days after receipt of the invoice, unless otherwise agreed within the statutory limits.
    2. 6.2The client reports a dispute as soon as possible and with reasons. The undisputed part remains payable. Statutory rights to proportional suspension and set-off remain in force.
    3. 6.3After the payment term has expired, statutory commercial interest is due on the amount payable. Extrajudicial collection costs are charged according to the statutory scale of the Dutch Extrajudicial Collection Costs Decree, taking into account Article 6:96 of the Dutch Civil Code and without double compensation. Judicial costs are recovered insofar as the law or the court permits.
    4. 6.4A fixed project price only changes through agreed additional work or a further written arrangement. A change in the statutory VAT rate is passed on.
    5. 6.5For ongoing services, SMS may adjust rates at most once every twelve months. SMS announces the new rates and the reason in writing at least three months in advance. The client may terminate the affected services before the effective date, as of that date, without a termination fee. The old rates apply until that date.

    Article 7 · Results and access

    1. 7.1The client retains its rights to supplied data, materials and existing software. SMS uses these solely for performing the assignment and the agreed purposes.
    2. 7.2The parties agree which source code, configuration, documentation, repositories and access will be delivered. A transfer of files is not in itself a transfer of copyright; Article 12 applies to that.
    3. 7.3SMS uses client accounts and access credentials solely within the assignment and keeps them safe. SMS does not build in hidden locks or kill switches to enforce payment. Suspension is exercised only within Article 4 and the law.

    Article 8 · Delivery and remedy

    1. 8.1Upon delivery of custom software, the client has twenty working days to test the result against the agreed requirements, unless another reasonable test period has been agreed. The client reports deviations in writing with sufficient information to allow investigation.
    2. 8.2Acceptance takes place by written confirmation. In the absence of a response, SMS asks in writing for a response within ten working days. Only if this consequence was expressly pointed out and the client has actually been able to test does the absence of a reasoned rejection thereafter count as acceptance. Minor defects that do not materially prevent the agreed use do not block acceptance, but are remedied.
    3. 8.3For six months after acceptance, SMS remedies free of charge attributable deviations from the agreed requirements that are reported within that period. This does not limit statutory rights in the event of a shortcoming. Acceptance does not extinguish rights regarding defects that could not reasonably have been discovered.
    4. 8.4The client reports defects within a reasonable time after discovery and offers the opportunity for investigation and remedy. A report after a fixed short period does not automatically lead to the loss of all rights. The statutory duty to complain and limitation periods remain applicable.
    5. 8.5Insofar as a problem demonstrably results from changes by others, incorrect use or an environment that was not agreed, it is not covered by free remedy. SMS discusses any paid diagnosis or remedy in advance. A change by third parties does not extinguish claims for other defects.
    6. 8.6Ongoing maintenance, support, security updates and adjustments to changed external systems are only included insofar as agreed or required by law. For maintenance, the parties record at least availability, supported versions and responsibilities. SMS does not guarantee freedom from errors, but remains bound by the agreed quality.

    Article 9 · Liability

    1. 9.1SMS is liable for attributable shortcomings and other grounds of liability insofar as the law provides, subject to the limitations in this article. Where remedy is possible and the law requires it, a reasonable opportunity for remedy must first be given in writing.
    2. 9.2Total liability for direct damage per agreement per period of twelve months from the start date is limited to the fee, exclusive of VAT, paid or payable for that agreement in that period. The limit is at least EUR 5,000 and at most EUR 100,000. Related events count as one event and are attributed to the period in which the first event occurred.
    3. 9.3If the liability insurance pays a higher amount for the same damage, that payment plus the applicable deductible applies instead of the foregoing limit. The absence of insurance or a payment does not reduce liability to nil.
    4. 9.4Direct damage includes reasonable costs of establishing and limiting damage, remedying a shortcoming, restoring or reconstructing damaged data, and directly caused property damage. Lost profits, missed savings and damage due to business interruption are excluded.
    5. 9.5The limitations do not apply in case of intent or gross negligence of SMS or its managerial subordinates, in case of death or bodily injury, or insofar as limitation is not permitted by law. They do not limit rights that data subjects derive directly from the GDPR.
    6. 9.6Both parties take reasonable measures to prevent and limit damage. A shortcoming of the client only reduces liability insofar as the law and the causal link justify this.

    Article 10 · Management and external services

    1. 10.1Unless management has been assigned to SMS, the client is responsible for managing its production environment, own accounts, licences and backups. For work that may affect data, the parties agree on backup and recovery in advance. SMS's own duty of care remains.
    2. 10.2Cloud, API and other external services that the client purchases directly are governed by its agreement with that supplier. SMS informs the client of relevant dependencies it knows or should reasonably know about. SMS is not automatically free from liability for auxiliary persons it engages itself.
    3. 10.3SMS coordinates changes in production and major migrations in advance, except under a mandate granted in advance for necessary emergency measures. In an emergency, SMS informs the client as soon as possible. Availability and recovery times are only guaranteed if expressly agreed.

    Article 11 · Third-party claims

    1. 11.1The client warrants that it may have the materials and data it supplies used for the assignment. It indemnifies SMS against justified third-party claims arising directly from an attributable breach of this, insofar as SMS did not cause those claims itself.
    2. 11.2SMS reports a claim in good time, limits the consequences and gives the client a reasonable opportunity to conduct the defence. No settlement is made at the client's expense without its consent, which is not unreasonably withheld. This provision is not a general indemnity for tax, employment law or SMS's own statutory obligations.

    Article 12 · Intellectual property

    1. 12.1Intellectual property rights in results developed by SMS remain with SMS, unless otherwise agreed in writing. Rights of the client and third parties remain with their rights holders. A transfer of copyrights is recorded in a deed intended for that purpose with a sufficiently clear description of the rights.
    2. 12.2After payment for the relevant result, the client obtains a non-exclusive, worldwide and perpetual right to use, copy and have maintained or modified the software and documentation made specifically for it, for the agreed purpose. Engaging a third party for this is permitted under appropriate confidentiality. Source code is delivered insofar as agreed.
    3. 12.3The right of use covers deployment within the client's own business operations. Exploitation for third parties, sublicensing or sale is only permitted insofar as it is part of the agreed purpose or separately permitted. SMS's own SaaS products are subject to separate licence terms.
    4. 12.4Pre-existing building blocks, general tools and reusable components remain with SMS or the original rights holder, even upon transfer of project rights. Insofar as necessary for use of the result, SMS grants an appropriate right of use to them. SMS may reuse general knowledge without disclosing confidential information, personal data or rights of the client.
    5. 12.5Third-party components and open source software are subject to the applicable licences. SMS discloses relevant usage restrictions and does not use components that would oblige the client to publish its own closed source code without prior written consent. SMS cannot grant more rights than it holds itself.

    Article 13 · Governing law and disputes

    1. 13.1Dutch law applies to the agreement. The applicability of the Vienna Sales Convention (CISG) is excluded.
    2. 13.2The parties first try to resolve a dispute through consultation. This does not prevent urgent measures, the protection of rights or access to the courts. Disputes are submitted to the Dutch court competent by law.

    Article 14 · Version and changes

    1. 14.1The version provided and accepted when the agreement was concluded applies. Publication of a new version does not automatically change an ongoing agreement. Changes to these terms require written agreement.
    2. 14.2SMS provides these terms before or upon conclusion of the agreement in a form that the client can store and consult later. Any filing does not replace this provision. The Dutch text is decisive, unless otherwise agreed.

    Article 15 · Confidentiality and personal data

    1. 15.1The parties keep information confidential when it has been designated as confidential or this follows from its nature. They use it solely for the assignment and share it only with persons who need it and are bound by appropriate confidentiality. This does not apply to lawfully public or independently obtained information or legally required disclosure.
    2. 15.2Confidentiality applies during the agreement and for five years thereafter. For trade secrets, personal data and access credentials, it continues for as long as the nature of that information requires. Statutory retention obligations remain.
    3. 15.3The parties determine their privacy roles based on the actual processing. When SMS processes personal data on behalf of the client, they conclude a data processing agreement complying with Article 28 GDPR before that processing. These terms do not replace that agreement. Until appropriate arrangements exist, no production personal data is provided for that processing.
    4. 15.4The parties take appropriate technical and organisational security measures. Sub-processors and transfers outside the European Economic Area are only used with the required arrangements and safeguards. SMS does not use client data for its own model training or other own purposes without a separate lawful basis and arrangements.
    5. 15.5As a processor, SMS reports a discovered data breach to the client without undue delay and provides available information in stages. The data processing agreement governs incident handling, support, audits and deletion or return of data. Each party fulfils its own statutory notification obligations.

    Article 16 · Use of AI

    1. 16.1SMS may use AI tools in performing the work, while retaining its duty of care for the work delivered. SMS reviews relevant output before delivering it as a professional result and takes security, accuracy and licence rights into account.
    2. 16.2Confidential information, non-public source code and personal data are only processed in external AI services if the service and its use fit within the written arrangements with the client, confidentiality and applicable privacy rules. The client may set reasonable restrictions on this use in advance.
    3. 16.3When the assignment itself includes an AI application, the parties separately record the intended use, their legal roles, necessary human oversight and applicable transparency and documentation obligations. Statutory responsibilities are not excluded by a general disclaimer. An AI outcome is no guarantee that a prediction or assessment is correct.