Terms &
Conditions

Article 1 – Definitions

1. Contractor: Kenjico, Echoform, and Synthro, registered in Eindhoven, the Netherlands, and listed with the Chamber of Commerce under number 55 222 323.
2. Client: Any natural or legal person who enters into or intends to enter into an Agreement with the Contractor.
3. Services: All activities offered by the Contractor, including but not limited to (online) content creation, content and communication strategy, process and marketing automation, (low/no-code) workflow development, consultancy, and related services.
4. Agreement: Any written or electronically confirmed arrangement between the Parties concerning the provision of Services.
5. Parties: The Contractor and the Client jointly.

Article 2 – Identity of the Contractor

• Trade names: Kenjico // Echoform // Synthro
• Registered address: Geldropseweg 61-01, 5611 SE Eindhoven, The Netherlands
• Email: info@kenjico.nl
• Chamber of Commerce number: 55 222 323
• VAT number: NL002330857B65
• In the name of: K.J.D. Cieslak

Article 3 – Applicability

1. These Terms and Conditions apply to all quotations, Agreements, and legal acts in which the Contractor provides Services, unless the Parties have expressly agreed otherwise in writing.
2. Deviations or additions are valid only if confirmed in writing by the Contractor and apply solely to the specific Agreement concerned.
3. Any purchasing or other conditions of the Client are expressly rejected.
4. These Terms and Conditions are also stipulated for the benefit of directors, employees, and third parties engaged by the Contractor; they may invoke these provisions directly.

Article 4 – Quotations and Formation of the Agreement

1. All quotations are non-binding and valid for thirty (30) days, unless stated otherwise.
2. An Agreement is established as soon as the Client accepts the quotation in writing (including by email) or when the Contractor, at the Client’s request, commences the execution of the work.
3. The Contractor reserves the right to refuse any assignment without stating reasons.

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Article 5 – Execution, Delivery, and Acceptance

1. The Contractor shall perform the Services to the best of its knowledge, expertise, and ability, in accordance with the standards of good workmanship.
2. Deadlines are indicative unless expressly and in writing designated as binding.
3. The Contractor may, under its responsibility, have work carried out by third parties.
4. Acceptance procedure
   a. After (partial) delivery, the Contractor shall notify the Client in writing or by email that a Deliverable is ready for acceptance testing.
   b. The Client shall have five (5) working days to test the Deliverable and report any defects in writing.
   c. If no defects are reported within this period, the Deliverable shall be deemed accepted.
   d. After rejection, the Contractor shall be granted a reasonable period to remedy the reported defects; a maximum of two (2) correction rounds shall be provided free of charge. Further revisions will be treated as additional work.

Article 6 – Obligations of the Client

1. The Client shall provide all data, materials, and access reasonably required by the Contractor for proper performance of the Services in a timely manner.
2. The Client guarantees the accuracy and completeness of the information provided.
3. If the Services require accounts, licenses, or access rights to third-party platforms, the Client shall provide these upon first request.

Article 7 – Rates, Indexation, Payment, and Right of Retention

1. All rates are exclusive of VAT and other government-imposed levies, unless stated otherwise in writing.
2. Annual indexation: The Contractor is entitled to adjust its rates annually on January 1st based on the CBS Consumer Price Index (CPI, all households, reference year 2015 = 100) plus a maximum of five (5) percent. In case of a negative CPI, rates will not be reduced.
3. The Contractor shall invoice monthly or according to the milestones stated in the quotation. Payment must be made within fourteen (14) days of the invoice date to a bank account designated by the Contractor.
4. In case of late payment, the Client shall be in default by operation of law, all claims shall become immediately due and payable, and statutory (commercial) interest and extrajudicial collection costs in accordance with the Dutch Collection Costs Act shall apply.
5. Suspension and right of retention: The Contractor is entitled to suspend its obligations and withhold (digital) deliveries or access to systems until the Client has fulfilled all due payments in full.

Article 8 – Changes and Additional Work

1. If during execution it appears that changes or extensions are necessary, the Contractor shall inform the Client accordingly.
2. Additional work not included in the quotation or project scope shall be considered as extra work and invoiced separately at the applicable rate.

Article 9 – Intellectual Property

1. All intellectual property rights to works developed or made available by the Contractor (including but not limited to content, scripts, workflows, documentation, reports, and templates) shall remain with the Contractor, unless otherwise agreed in writing.
2. The Client is granted a non-transferable, non-exclusive right of use for the agreed purposes only.
3. Without prior written consent, the Client is not permitted to disclose, reproduce, or otherwise make the works available to third parties.

Article 10 – Confidentiality

1. Both Parties shall treat as strictly confidential all information received within the framework of the Agreement and shall use it solely for its execution.
2. Information shall be deemed confidential unless the receiving Party can prove that the information (i) was already publicly known, (ii) was lawfully obtained from a third party without confidentiality obligation, or (iii) must be disclosed under a legal obligation.
3. The confidentiality obligation shall remain in effect for three (3) years after termination of the Agreement.

Article 11 – Data Protection (GDPR)

1. Insofar as the Contractor processes personal data in the performance of the Services, the Contractor shall act as the processor and the Client as the controller within the meaning of the General Data Protection Regulation (GDPR), unless otherwise agreed.
2. Where legally required, the Parties shall enter into a separate data processing agreement, which shall prevail over these Terms and Conditions in case of conflict.

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Article 12 – Liability and Exclusions

1. The Contractor shall only be liable for direct damages that are the direct result of an attributable shortcoming, up to a maximum amount (excluding VAT) equal to the fee invoiced for the assignment concerned, with an absolute maximum of €25,000.
2. The Contractor shall not be liable for indirect damages, including but not limited to consequential loss, loss of profit, missed savings, reputational damage, or business interruption.
3. The limitations of liability set out in this article shall not apply if the damage results from intent or deliberate recklessness on the part of the Contractor.
4. Exclusion of Dutch Civil Code Articles 7:404, 7:407(2), and 7:409: Any claim for damages against (co-)directors, employees, or auxiliary persons of the Contractor based on these provisions is excluded.

Article 13 – Force Majeure

1. Force majeure refers to any circumstance beyond the Contractor’s control, whether foreseeable or not, that reasonably prevents timely or proper performance. This includes but is not limited to disruptions in internet or telecommunications, cyber incidents, pandemics, government measures, fire, water damage, and similar events.
2. During a situation of force majeure, the obligations of both Parties shall be suspended. If the force majeure continues for more than sixty (60) days, either Party shall be entitled to terminate the Agreement in writing without any obligation to pay damages.

Article 14 – Complaints and Conformity

1. The Client must report visible defects in writing, with substantiation, no later than fourteen (14) days after (partial) delivery, and hidden defects within fourteen (14) days of discovery.
2. Filing a complaint does not suspend the Client’s payment obligations.
3. The Contractor shall provide an appropriate solution within a reasonable period, in accordance with the Dutch Civil Code.

Article 15 – Duration, Termination, and Assignment

1. Unless otherwise agreed, the Agreement is entered into for the duration of the project or for an indefinite period with a notice period of one (1) month.
2. Either Party may terminate the Agreement in writing with immediate effect in the event of a material attributable breach, provided that the defaulting Party remains in breach after being given written notice of default with a reasonable remedy period.
3. Assignment: The Contractor is entitled to transfer or assign its rights and obligations under the Agreement, in whole or in part, to a group or subsidiary company. The Client may transfer rights or obligations only with the Contractor’s prior written consent.
4. Obligations that by their nature are intended to survive termination—such as those concerning confidentiality, intellectual property, liability, and payment—shall remain in force after termination.

Article 16 – Dispute Resolution

1. The legal relationship between the Parties shall be governed exclusively by Dutch law.
2. Before initiating court proceedings, the Parties shall first attempt to resolve any dispute amicably or through mediation.
3. If consultation or mediation fails to produce a resolution, the dispute shall be submitted to the competent court in the district of Oost-Brabant, unless mandatory law provides otherwise.

Article 17 – Amendments to the Terms

1. The Contractor may amend these Terms and Conditions. The amended version shall take effect on the announced date and will be communicated to the Client or made available via the website no later than thirty (30) days before entry into force.
2. If the Client does not object in writing within thirty (30) days after becoming aware of the amended terms, the amendments shall be deemed accepted.

Article 18 – Final Provisions

1. Should any provision of these Terms and Conditions be void or voidable, the remaining provisions shall remain fully in force. The invalid provision shall be replaced by one that corresponds as closely as possible to the intent and purpose of the original.
2. The Dutch version of these Terms and Conditions shall prevail over any translation.

The Contractor declares that these Terms and Conditions apply to all Services provided.
For questions, please contact info@kenjico.nl.

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