Terms and Conditions

General Terms and Conditions of Blue Code Garden B.V.

These General Terms and Conditions (the “GTC”) apply to all offers, agreements, and obligations of Blue Code Garden B.V. (trading as “Code Garden”, “we”, “us”, “our”, or the “Company”) relating to the provision of consultancy, software development, architecture, integration, and team augmentation services. By engaging Blue Code Garden B.V. or by using our website https://www.codegarden.nl you agree to these GTC.

1. Definitions

• Agreement — any quote, statement of work, order confirmation, or written engagement between you (the “Customer”) and Blue Code Garden B.V., together with these GTC.
• Services — the consultancy, software development, architecture, integration, automation, modernisation, and team-augmentation services provided by Blue Code Garden B.V.
• IP Rights — all intellectual property rights, including copyright, database rights, trade marks, design rights, patents, and know-how.
• Personal Data — as defined in the EU General Data Protection Regulation (GDPR).
• Third-Party Services — software, platforms, or services provided by third parties (for example Camunda, Flowable, n8n, OpenText, Appian, hyperscalers) that we use, configure, or integrate as part of the Services.

2. Scope

These GTC apply to every Agreement between Blue Code Garden B.V. and the Customer. They take precedence over any general or purchasing terms of the Customer, which are expressly rejected unless explicitly accepted by us in writing. Where Third-Party Services are used, the Customer accepts that the relevant third party’s licence, support, and acceptable-use terms also apply to that part of the Services.

3. Execution of the Agreements

We perform the Services on a best-effort basis, in line with the standards of care expected from a professional consultancy in our market. The Customer will provide, on time and free of charge, the information, access, decisions, environments, and personnel that we reasonably need. If the Customer fails to do so, we are not liable for resulting delays, additional costs, or quality impact, and any agreed timelines or estimates shift accordingly.

4. Delivery and Acceptance

Delivery dates and milestones are indicative unless explicitly agreed in writing as fixed. The Customer has fourteen (14) days after delivery of a deliverable to inspect it and to notify us in writing of any substantiated defects. If no such notice is received within that period, or if the Customer puts the deliverable into productive use, the deliverable is deemed accepted.

5. Price

All prices are in euros and exclude VAT and any other applicable taxes or duties. Prices for ongoing services may be adjusted annually in line with the Dutch CBS index for business services, and at any time to reflect documented changes in third-party pricing. Estimates and budgets are indicative; actual fees are based on the time and materials spent unless a fixed price is expressly agreed in writing.

Reasonable expenses (such as travel, accommodation, and third-party tooling acquired on the Customer’s behalf) are charged on top of the fees. A surcharge of at least 2.5% applies to Third-Party Services that we procure for the Customer.

6. Payment

We invoice monthly, in arrears, unless otherwise agreed in writing. A 2.5% office-expense surcharge may be added to each invoice. Invoices are payable within thirty (30) days of the invoice date. Late payments incur the Dutch statutory commercial interest rate plus an administrative penalty of 10% of the outstanding amount, with a minimum of €250, without any prior notice of default being required.

The Customer may not suspend payment, set off any claim, or withhold amounts due. Title to any deliverables passes to the Customer only after full payment of all amounts owed under the relevant Agreement.

7. IP Rights

All IP Rights arising from the Services vest in Blue Code Garden B.V. by operation of law. Upon full payment of the relevant fees, we grant the Customer a perpetual, worldwide, non-exclusive, non-transferable licence to use the deliverables for the Customer’s own internal business purposes.

The Customer grants us a non-exclusive, royalty-free licence to use any materials, data, brands, or content that the Customer provides, to the extent needed to perform the Services. The Customer warrants that it is entitled to grant this licence and indemnifies Blue Code Garden B.V. against any third-party claim relating to those materials.

We are entitled to re-use generic know-how, patterns, templates, and tooling developed during an engagement for other clients, provided no Confidential Information of the Customer is disclosed.

8. Confidentiality

Each party will treat as strictly confidential any non-public information of the other party that it receives in connection with the Agreement, and will limit access to that information to personnel who need it to perform the Agreement. On request or on termination of the Agreement, Confidential Information will be returned or securely destroyed, except where retention is required by law.

9. Privacy and Personal Data

Where Blue Code Garden B.V. processes Personal Data on behalf of the Customer in the course of the Services, we act as a processor within the meaning of the GDPR. The parties will enter into a separate Data Processing Agreement (DPA) on request, in line with Article 28 GDPR, covering security measures, sub-processors, breach notification, and the geographic location of processing (within the EEA or in countries with an adequacy decision).

Our own processing of Personal Data of website visitors, prospects, and contacts is described in our Privacy Policy and Cookie Policy.

10. Duration and Termination

Unless explicitly agreed otherwise, ongoing Agreements (such as managed services or interim roles) are entered into for an indefinite period and may be terminated by either party in writing with a notice period of three (3) months. Project-based Agreements end on completion of the agreed scope.

We may terminate any Agreement with immediate effect, without judicial intervention and without owing any compensation, if the Customer is declared bankrupt, applies for suspension of payments, ceases its business, fails to pay an invoice for more than sixty (60) days, or materially breaches its obligations under the Agreement and fails to cure that breach within a reasonable period after written notice.

On termination, we are entitled to invoice all Services performed and all costs reasonably committed up to and including the effective date of termination.

11. Liability

Our liability is limited to direct damages caused by attributable professional errors. Liability for indirect, consequential, or third-party damages — including but not limited to loss of profit, loss of revenue, loss of data, loss of goodwill, and business interruption — is excluded.

Our total aggregate liability under or in connection with an Agreement is in any event limited to the fees actually paid by the Customer to Blue Code Garden B.V. under that Agreement in the six (6) months immediately preceding the event giving rise to the claim, with an absolute cap of five hundred thousand euros (€500,000).

Any claim against Blue Code Garden B.V. lapses if not brought in writing within three (3) months of the Customer becoming aware, or reasonably being expected to have become aware, of the underlying event.

12. Miscellaneous

Nothing in an Agreement creates a partnership, joint venture, or exclusive relationship between the parties. Agreements may be concluded by electronic signature and email.

Blue Code Garden B.V. is permitted to mention the Customer’s name and a high-level description of the engagement as a reference, including on our website and in proposals, unless the Customer objects in writing. We may use artificial-intelligence tooling in the delivery of the Services, in line with our internal AI usage and security policies.

During the term of the Agreement and for twelve (12) months thereafter, the Customer will not, directly or indirectly, employ or engage any person who is or has been involved in performing the Services on our behalf, without our prior written consent. Breach of this clause entitles us to a non-reducible penalty of fifty thousand euros (€50,000) per occurrence, without prejudice to our right to claim full damages.

13. Applicable Law and Choice of Forum

All Agreements between Blue Code Garden B.V. and the Customer, and any non-contractual obligations arising out of or in connection with them, are governed exclusively by the laws of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is excluded.

Any dispute that cannot be resolved amicably will be submitted exclusively to the competent court in the district where Blue Code Garden B.V. has its registered office.

Contact

Questions about these Terms and Conditions can be sent to legal@codegarden.nl or via our contact page.

Blue Code Garden B.V.