Terms & conditions

Article 1 — Definitions

Contractor: Jongma Development, registered with the Dutch Chamber of Commerce (KvK) under number 91401216, established in Hoofddorp, hereinafter referred to as “Jongma Development”.

Client: any natural or legal person entering into an agreement with Jongma Development, or to whom Jongma Development issues a quote or offer.

Agreement: any arrangement between Jongma Development and the Client for the performance of work and/or the supply of services and/or products by Jongma Development.

Parties: Jongma Development and the Client jointly.

In writing: by letter, email, WhatsApp or any other electronic means of communication, provided the content and origin are sufficiently established.

Article 2 — Applicability

These terms apply to all offers, quotes, agreements and legal relationships between Jongma Development and the Client, regardless of whether they relate to or follow earlier offers or concluded agreements.

Deviations from these terms are only valid if expressly agreed between the Parties in writing.

The applicability of any purchasing or other terms of the Client is expressly rejected.

If one or more provisions of these terms are void or annulled, the remaining provisions remain fully applicable. The Parties will consult to replace the void or annulled provision with one that approximates the intent of the original as closely as possible.

Article 3 — Offers, quotes and formation of the agreement

All quotes and offers from Jongma Development are without obligation and valid for 30 days from their date, unless stated otherwise.

An agreement is formed when the Client accepts the quote in writing, or when Jongma Development starts performing the work at the Client's request.

Verbal commitments and arrangements only bind Jongma Development once confirmed in writing.

Changes to the originally concluded agreement are only valid once recorded in writing and accepted by both Parties. Additional work is invoiced separately.

Article 4 — Prices

All prices quoted by Jongma Development exclude VAT and any other government-imposed levies, unless expressly stated otherwise.

Jongma Development may require advance payment, a down payment or a deposit before starting the work. Its amount is recorded in the quote or agreement.

If cost-increasing factors beyond Jongma Development's control arise after the agreement is concluded, Jongma Development may adjust the agreed price accordingly, provided the Client is informed in a timely and substantiated manner.

Article 5 — Payment and payment term

Payment must be made within 14 days of the invoice date, in the manner indicated on the invoice, unless the Parties have agreed a different term in writing.

The value date shown on Jongma Development's bank statements counts as the day of payment.

The Client is not entitled to set-off, suspension or any withholding on the payment, except insofar as mandatory law provides otherwise.

Objections to the amount of an invoice do not suspend the payment obligation. A complaint about an invoice must be submitted in writing within 8 days of the invoice date, failing which the invoice is deemed correct and accepted.

Article 6 — Late payment, penalty clause and collection costs

If the Client does not pay within the agreed term, the Client is in default by operation of law. No notice of default is required.

From the day the Client is in default, the Client owes the statutory (commercial) interest on the outstanding amount, for each month or part thereof, until the full amount has been paid.

In addition to statutory interest, upon exceeding the payment term the Client owes a one-off penalty of €50 (fifty euros) per missed or late payment obligation, expressly including failing to appear (on time) at a previously confirmed appointment without timely cancellation (at least 24 hours in advance). This penalty is owed without prejudice to Jongma Development's right to compensation for actual damage and costs incurred, and leaves the other provisions of this article intact.

If the Client exceeds the payment term referred to in Article 5(1), the Client additionally owes a one-off penalty of 5% (five percent) of the outstanding invoice amount (excl. VAT), with a minimum of €50. This penalty becomes due on the day after the payment term expires and comes on top of the other interest, penalties, costs and powers of Jongma Development mentioned in this article.

If the Client, after being given written notice with a reasonable term for performance, still fails to pay, the Client is also liable for full compensation of both extrajudicial and judicial collection costs, including the costs of lawyers, bailiffs and collection agencies. Extrajudicial collection costs are determined in accordance with the Dutch Collection Costs Act (WIK) and the associated decree.

Jongma Development is entitled at any time to hand over the claim, including interest, penalties and costs, to a collection agency or bailiff. All associated costs are borne by the Client.

In the event of late payment, Jongma Development may suspend the performance of the agreement and/or the delivery of services, products or access with immediate effect, without becoming liable for damages towards the Client.

Article 7 — Retention of title and right of suspension

All products, works, designs, source code and other results delivered by Jongma Development remain the property of Jongma Development until the Client has fully met all payment obligations towards Jongma Development under any agreement whatsoever.

Jongma Development is entitled to suspend the performance of its obligations until the Client has fully met all due and payable obligations towards Jongma Development.

Article 8 — Performance of the agreement and Client cooperation

Jongma Development performs the agreement to the best of its insight, knowledge and ability. All delivery terms stated by Jongma Development are indicative and never constitute a firm deadline, unless the Parties have expressly agreed otherwise in writing.

The Client ensures that all data, information and cooperation that Jongma Development indicates are necessary, or that the Client should reasonably understand to be necessary for the performance of the agreement, are provided to Jongma Development in good time.

Delays caused by the Client not providing the intended data, information or cooperation, or not doing so on time or properly, are at the Client's expense and risk and may lead to adjustment of the planning and/or price.

Article 9 — Intellectual property

All intellectual property rights to the works developed or made available under the agreement, including designs, source code, documentation and concepts, rest exclusively with Jongma Development, unless expressly agreed otherwise in writing.

After full payment of the agreed amount, the Client obtains a non-exclusive and non-transferable right of use for the purpose for which the work was created.

Article 10 — Liability

Jongma Development's total liability for attributable failure in the performance of the agreement is limited to compensation for direct damage up to the price agreed for that agreement (excl. VAT), with a maximum of €5,000 per event, whereby a series of related events counts as one event.

Jongma Development is never liable for indirect damage, including consequential damage, lost profit, missed savings and damage due to business interruption.

The limitations in this article do not apply in the event of intent or deliberate recklessness on the part of Jongma Development.

Article 11 — Force majeure

Force majeure means any circumstance beyond Jongma Development's control that makes performance of the agreement reasonably impossible to demand, including illness, failures in equipment, software or internet connections, and late or non-delivery by suppliers.

During force majeure, Jongma Development's obligations are suspended. If the force majeure period lasts longer than 60 days, both Parties are entitled to dissolve the agreement in writing, without any obligation to compensate the other party.

Article 12 — Confidentiality

The Parties are obliged to keep confidential all confidential information obtained from each other or from other sources in the context of the agreement, insofar as this information has been designated confidential or the receiving party should reasonably have understood its confidentiality.

Article 13 — Termination and dissolution

Jongma Development may dissolve the agreement in whole or in part with immediate effect, without notice of default and without judicial intervention, if the Client is declared bankrupt, applies for suspension of payments, or continues to fail to meet payment obligations despite written demand.

In the event of dissolution as referred to above, all claims of Jongma Development against the Client become immediately and fully due and payable.

Article 14 — Complaints

Complaints about work performed must be reported to Jongma Development in writing within 8 days of discovery, and no later than 14 days after completion of the work concerned.

Filing a complaint does not suspend the Client's payment obligation.

Article 15 — Applicable law and disputes

All agreements between Jongma Development and the Client are governed exclusively by Dutch law, even if the Client is established outside the Netherlands or the agreement is performed wholly or partly abroad. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.

Disputes between the Parties will, insofar as not mandatorily prescribed otherwise by law, be submitted to the competent court in the district where Jongma Development is established.