Email: sander@sdkode.dev
Website: www.sanderkorf.nl
Created: May 30, 2024
Updated: September 15, 2026

These terms apply when you hire SDKode Management BV for freelance development or related services. They are written in plain English; Dutch law still governs (see below).

Definitions

SDKode Management BV (SDKode), Amsterdam, Chamber of Commerce (KvK) number 94719489, VAT (BTW) NL866870702B01. I run this company; contact: sander@sdkode.dev.

Client: the party that enters into an agreement with SDKode.

Parties: SDKode and Client together.

Consumer: a Client who is a natural person acting for private purposes.

Applicability

These terms apply to quotations, offers, activities, orders, agreements, and deliveries of services or products by or on behalf of SDKode.

Deviations apply only if agreed in writing.

The Client's general terms do not apply unless SDKode accepts them in writing.

Offers and quotations

Offers and quotations are non-binding unless stated otherwise.

An offer or quotation is valid for one month unless a different period is stated.

If the Client does not accept within that period, the offer expires.

Repeat orders need a new written agreement unless SDKode agrees otherwise in writing.

Acceptance

After acceptance of a non-binding offer, SDKode may withdraw within three days without the Client acquiring rights.

Oral acceptance binds SDKode only after written or electronic confirmation by the Client.

Prices

Prices are in euros, excluding VAT and other costs such as administration or shipping, unless agreed otherwise in writing.

SDKode may change published prices on its website and in other communications.

For services, the price is based on hours worked at SDKode's usual rates for the period of work, unless a different hourly rate was agreed.

When Parties agree a total amount, that is a target price unless a fixed price was agreed in writing.

SDKode may exceed the target price by up to 10%.

If the target price is likely to exceed by more than 10%, SDKode will inform the Client in time and explain why.

The Client may cancel the part of the order above target plus 10% if that threshold is expected to be exceeded.

SDKode may adjust prices annually with prior notice.

A Consumer may terminate if they disagree with a price increase.

Payments and payment term

SDKode may require a down payment of up to 50% when the agreement is signed.

The Client pays within one month after delivery unless another term was agreed.

Payment terms are strict deadlines. After the due date the Client is in default without a reminder.

SDKode may require immediate payment or security before delivery.

Consequences of late payment

Late payers owe statutory commercial interest from the first day of default; part-months count as full months. For Consumers, the applicable statutory interest rate for non-commercial transactions applies instead of commercial interest where mandatory law so requires.

The Client also owes extrajudicial collection costs and any damages, calculated under the Reimbursement of Extrajudicial Collection Costs Decree, to the extent permitted by law for Consumers.

SDKode may suspend work until payment is received, without prejudice to the Consumer carve-outs under Right of suspension below.

On liquidation, bankruptcy, attachment, or suspension of payment by the Client, all claims become immediately due.

If the Client refuses to cooperate, the agreed price remains due.

Right of suspension

Except where the Client is a Consumer and mandatory law provides otherwise, the Client waives the right to suspend performance of any obligation under this agreement.

A Consumer retains any mandatory statutory rights to suspend performance.

Set-off

Except where the Client is a Consumer and mandatory law provides otherwise, the Client waives the right to set off amounts owed to SDKode against claims on SDKode.

A Consumer retains any mandatory statutory rights of set-off.

Insurance

The Client must adequately insure (including fire, explosion, water damage, and theft):

• Delivered items needed to perform the agreement
• SDKode items at the Client's premises
• Items delivered under retention of title

The Client must show the policy on first request.

This section does not apply to Consumers to the extent it would conflict with mandatory consumer law.

Warranty

Service agreements are best-efforts obligations for SDKode, not result obligations, unless explicitly agreed otherwise.

Execution of the agreement

SDKode performs work professionally and in line with good practice.

SDKode may subcontract.

Work starts after written approval and any agreed advance payment.

The Client must enable a timely start. Extra cost from Client delay is for the Client.

Information provision by the Client

The Client provides relevant information, data, and documents on time, in the requested form.

The Client guarantees accuracy and completeness, including third-party material, unless the nature of the agreement dictates otherwise.

Documents are returned on request.

Late or incomplete information that delays work may be charged to the Client.

Duration of service agreement

Service agreements run for one year unless agreed otherwise in writing.

After that year the agreement continues indefinitely unless terminated with two months' notice (one month for Consumers).

Termination of fixed-term service

The Client cannot terminate a fixed-term service agreement before one year has passed.

After one year, termination requires two months' notice (one month for Consumers).

Agreements shorter than one year cannot be terminated early.

Mandatory consumer cooling-off or other statutory termination rights for Consumers remain unaffected where they apply.

Intellectual property

SDKode keeps all IP in code, designs, documents, quotations, models, and related deliverables unless agreed otherwise in writing.

The Client may not disclose or use that IP without SDKode's prior written consent.

Confidentiality

The Client keeps SDKode information confidential in any form, including information that is secret or should reasonably be treated as confidential.

This duty lasts during the agreement and three years after termination.

It does not apply to information that was public without breach by the Client, or that must be disclosed by law.

Penalty clause

Breach of confidentiality or IP terms triggers an immediately payable penalty per breach: €1,000 for Consumers, €5,000 otherwise, plus 5% of that amount per continuing day.

No notice of default is required. SDKode may also claim damages. For Consumers, the penalty is due only to the extent permitted by mandatory law, and a court may moderate it.

Indemnification

The Client indemnifies SDKode against third-party claims related to products and services delivered under the agreement, except where the Client is a Consumer and the claim arises from SDKode's own fault to an extent that mandatory law does not allow such indemnification.

Complaints

The Client inspects deliverables promptly and reports defects within one month (two months for Consumers).

Complaints must describe the defect clearly and show they relate to an agreement with SDKode.

For ongoing work, the Client cannot demand work outside the agreed scope.

Notice of default

Notices of default must be in writing and must actually reach SDKode on time.

Liability of the Client

When several Clients share an agreement, each is jointly and severally liable.

Liability of SDKode

Business Clients (non-Consumers): SDKode is liable for direct damage only when caused by intent or deliberate recklessness (opzet of bewuste roekeloosheid). Indirect damage (including lost profit or third-party loss) is excluded. Liability is capped at amounts paid under applicable professional liability insurance, or if none applies, the invoice amount linked to the claim.

Consumers: Nothing in these terms excludes or limits liability where that would be prohibited by mandatory Dutch consumer law. In particular, SDKode remains liable for damage caused by intent or deliberate recklessness, and for other liability that cannot lawfully be excluded or limited toward Consumers. Where a limitation is allowed, liability for direct damage is capped at the amounts paid under applicable professional liability insurance, or if none applies, the invoice amount linked to the claim. Indirect damage may be limited only to the extent permitted by mandatory law.

Website images and descriptions are indicative only.

Expiry period

Claims against SDKode expire twelve months after the event giving rise to liability, without prejudice to Article 6:89 Dutch Civil Code. For Consumers, longer mandatory limitation or expiry periods remain unaffected where they apply.

Termination

The Client may terminate if SDKode materially breaches, unless the breach is minor.

If performance is still possible, termination requires default first.

SDKode may terminate if the Client breaches or if circumstances suggest they will not perform.

Force majeure

Failure due to force majeure (including emergency, supplier failure, outages, viruses, strikes, government action, transport problems, severe weather, or work stoppages) suspends affected obligations.

If force majeure lasts at least 30 days, either party may terminate in writing.

No compensation is owed for force majeure, even if SDKode benefits, except where mandatory law provides otherwise for Consumers.

Amendment of agreement

Parties may amend the agreement in writing when needed for execution.

Amendment of general terms and conditions

SDKode may amend these terms. Minor changes may apply without individual notice. Material changes will be discussed when possible.

A Consumer may terminate if they disagree with a material change.

Transfer of rights

The Client may not assign rights under the agreement without SDKode's written consent (Article 3:83(2) Dutch Civil Code).

Consequences of nullity or voidability

If a provision is void or voidable, the rest remains in force. A replacement provision will reflect SDKode's original intent as closely as possible, and for Consumers will respect mandatory consumer protections.

Applicable law and competent court

Dutch law applies.

The court in SDKode's district has exclusive jurisdiction unless mandatory law provides otherwise. Consumers may also bring proceedings in the court of their place of residence where mandatory law so allows.

Created: May 30, 2024
Updated: September 15, 2026