These Terms and Conditions govern the provision of IT services by BrantCom B.V. to its clients. By engaging BrantCom B.V. for any service, you agree to be bound by these terms. Please read them carefully before entering into any agreement with us.
1. Parties and Applicability
BrantCom B.V. (KvK: 59387661), having its registered office at Parnassusweg 819, 1082 LZ Amsterdam, The Netherlands ("BrantCom", "we", "us"), provides IT services to business clients ("Client", "you").
These Terms and Conditions apply to all offers, quotations, and agreements between BrantCom and the Client, unless explicitly agreed otherwise in writing. Any general terms and conditions of the Client are expressly rejected unless BrantCom has accepted them in writing in a specific instance.
These terms apply to all service lines offered by BrantCom, including but not limited to: system administration, custom software development, cyber security, and legal IT consulting.
2. Quotations and Agreement Formation
All quotations and offers from BrantCom are non-binding and valid for 30 days from the date of issue, unless otherwise stated. A binding agreement is formed only when BrantCom confirms acceptance of an order in writing, or when BrantCom commences performance with the Client's knowledge.
BrantCom reserves the right to refuse an engagement without stating reasons.
3. Scope of Services
The specific scope, deliverables, timelines, and pricing for each engagement will be set out in a separate Statement of Work (SOW), project proposal, or service agreement. In the event of conflict between these Terms and Conditions and a specific SOW, the SOW shall prevail for that engagement.
BrantCom will perform services with reasonable care and skill consistent with professional standards in the IT industry. Unless explicitly stated, BrantCom's obligation is one of best endeavours (inspanningsverplichting), not one of guaranteed result (resultaatsverplichting).
4. Client Obligations
The Client shall:
- Provide BrantCom with timely access to systems, information, personnel, and resources necessary for the performance of services;
- Ensure that all information provided to BrantCom is accurate and complete;
- Designate a competent point of contact for the duration of the engagement;
- Maintain appropriate backups of data and systems before any work commences, unless BrantCom has explicitly agreed to manage backups as part of the scope;
- Comply with all applicable laws and regulations, including those relating to data protection (GDPR/AVG), software licensing, and cyber security;
- Notify BrantCom promptly of any circumstances that may affect the delivery of services.
BrantCom is not liable for delays or failures arising from the Client's failure to meet these obligations.
5. Fees and Payment
Fees for services are as set out in the applicable quotation or SOW. Unless otherwise agreed:
- Invoices are issued monthly in arrears for time-and-materials engagements, or at agreed milestones for fixed-price engagements;
- Payment is due within 30 days of the invoice date;
- All prices are exclusive of VAT (BTW) at the applicable Dutch rate;
- In the event of late payment, BrantCom is entitled to charge statutory commercial interest (wettelijke handelsrente) and reasonable collection costs;
- BrantCom reserves the right to suspend services if invoices remain unpaid beyond 60 days, after giving written notice.
6. Intellectual Property
Unless explicitly agreed otherwise in writing:
- All intellectual property rights in deliverables created specifically for the Client vest in BrantCom until full payment has been received, at which point they transfer to the Client;
- BrantCom retains all intellectual property rights in its pre-existing tools, frameworks, methodologies, and general-purpose libraries. Where such materials are incorporated into deliverables, BrantCom grants the Client a non-exclusive, non-transferable licence to use them for the purposes of the engagement;
- The Client warrants that any materials it provides to BrantCom do not infringe the intellectual property rights of any third party.
7. Confidentiality
Each party agrees to keep confidential all non-public information received from the other party in connection with an engagement ("Confidential Information"), and not to disclose it to third parties without prior written consent.
This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) must be disclosed by law or regulatory order.
The confidentiality obligation survives termination of the agreement for a period of three years.
8. Data Protection
Where BrantCom processes personal data on behalf of the Client in the course of delivering services, it does so as a data processor under the GDPR. The parties shall enter into a separate Data Processing Agreement (DPA) as required by GDPR Article 28. BrantCom's own collection and use of personal data is governed by its Privacy Policy.
9. Liability
BrantCom's total aggregate liability to the Client, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client to BrantCom in the three months immediately preceding the event giving rise to the claim.
BrantCom is not liable for:
- Indirect, consequential, or special damages, including loss of profit, loss of revenue, loss of data, or reputational harm;
- Damage resulting from the Client's failure to maintain adequate backups;
- Damage resulting from the Client's failure to implement security recommendations made by BrantCom;
- Third-party products, platforms, or services, even where BrantCom has recommended or integrated them.
Nothing in these terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.
10. Force Majeure
Neither party shall be in breach of its obligations, nor liable for any delay or failure to perform, where such delay or failure results from causes beyond its reasonable control, including but not limited to: acts of God, war, pandemic, government action, power outages, or failure of third-party infrastructure. The affected party shall notify the other party as soon as reasonably practicable.
11. Term and Termination
Engagements continue for the period specified in the SOW or service agreement. Either party may terminate a time-and-materials engagement by giving 30 days' written notice, unless a different notice period is agreed.
Either party may terminate immediately upon written notice if the other party: (a) is in material breach and fails to remedy the breach within 14 days of written notice; (b) becomes insolvent, enters liquidation, or has a receiver appointed.
Upon termination, the Client shall pay for all services rendered up to the effective date of termination. BrantCom shall return or destroy Client data as instructed, subject to any legal retention obligations.
12. Governing Law and Jurisdiction
These Terms and Conditions and any agreements arising from them are governed exclusively by the laws of the Netherlands. Any disputes shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands, subject to BrantCom's right to seek injunctive relief in any jurisdiction.
13. Amendments
BrantCom may amend these Terms and Conditions from time to time. The current version is always available on this website. For ongoing engagements, material changes will be notified in writing with at least 30 days' notice. Continued use of BrantCom's services after the effective date of amended terms constitutes acceptance.
14. Contact
For questions regarding these Terms and Conditions, please contact:
BrantCom B.V.
Parnassusweg 819, 1082 LZ Amsterdam, The Netherlands
Email: info@brantcom.nl