1. Who and for what

Minuar is the sole proprietorship Bennemann, trading as Minuar (also Minuar Web Studio), Dutch Chamber of Commerce 98215280. These terms apply to every quote and every agreement with a business client, including follow-up assignments. The client's own terms do not apply. A deviation is valid only in writing; e-mail counts as writing. The quote or a signed agreement prevails over these terms. Minuar sends the terms with the quote and keeps them available online.

2. Quote and assignment

A quote is valid for 30 days. Prices exclude VAT; prices on the website are an indication. The assignment is concluded by written acceptance, including through Minuar's quote page, or when Minuar starts at the client's request. The quote defines the scope of the work; everything else is additional work at the hourly rate, after agreement by e-mail. Texts, images, translations, third-party licences, hosting and domain names fall outside the assignment unless the quote names them.

3. Performance

Minuar works with the care of a good contractor. It is an obligation of effort, unless the agreement expressly promises a result. Minuar decides how, where and with which means it works and may engage a replacement or a third party; article 7:404 of the Dutch Civil Code is excluded. Deadlines are indicative and move when the client does not deliver on time; waiting time and extra work caused by the client are additional work. Third-party services, such as hosting, plug-ins, payment services and APIs, fall under their own terms; Minuar does not vouch for their operation, prices or continued existence. The client vouches for the lawfulness of what it supplies and keeps access credentials safe.

4. Delivery

Minuar reports when the work is ready for testing. The work is accepted on written approval, after 14 days without a substantiated report of defects, or on being taken into use, whichever comes first. Defects reported within that period and attributable to Minuar are repaired free of charge; small defects do not block acceptance. After that, repair is maintenance or additional work, except for a hidden defect reported within 30 days after acceptance.

5. Payment

The payment term is 30 days. A fixed price is invoiced as the quote says and otherwise on delivery, hours monthly in arrears, recurring services per period in advance. On late payment, the statutory commercial interest of article 6:119a of the Dutch Civil Code is due without notice of default, plus collection costs under the Dutch decree on extrajudicial collection costs, minimum €40,-. If an undisputed amount is still open 14 days after a written reminder, Minuar may suspend the work, hosting only after a second announcement of 7 days; reserved hours and periods continue. Damage from an unjustified suspension falls under article 9. The client may set off or suspend only with a claim Minuar has acknowledged in writing or a court has established. The client reports an objection to an invoice as soon as possible, preferably within 14 days, with reasons. Minuar may raise prices of recurring services and the hourly rate once every 12 months by the consumer price index of Statistics Netherlands, announced one month ahead; on any other increase the client may terminate against the effective date.

6. Recurring services: hosting, maintenance, capacity

The term is stated in the agreement; otherwise it is 12 months. After that the service runs per month, terminable with one month's notice. The client cannot terminate early during the first term; article 7:408 paragraph 1 of the Dutch Civil Code is excluded to that extent. Minuar can do so only when it ends the service for all its clients, with 3 months' notice, a refund of the prepaid amount and a free handover. Either party may end at once on the other's bankruptcy or suspension of payments, or on a material failure that continues after a 14-day reminder. Minuar does not guarantee uninterrupted availability unless agreed, makes backups as agreed, may perform maintenance and may take content offline on abuse, an order or an acute risk. Unlawful content, spam and malware are prohibited. Domain names are registered in the client's name. At the end, Minuar delivers a copy of the site and database within 14 days and deletes the environment and the backups after 30 days. At the end of any agreement the client pays for the work done until then, invoices already sent remain due, and confidentiality, licences and liability continue to apply.

7. Rights in the work

The copyright in the work stays with Minuar, including generic parts it made before or outside the assignment. After full payment the client receives a perpetual, non-exclusive licence to use the work, including source code, and to have it modified for its own business, and to pass it on to the end customer for whom it was made. Until that payment the work serves testing only. A transfer of copyright takes place only by a signed deed at a separate price, and only after full payment of that price. Open source stays under its own licence. The client's materials remain the client's. Minuar may show the work and the client's name as a reference, unless the client refuses in writing.

8. Confidentiality and personal data

Both parties keep each other's non-public information confidential, during the agreement and for 3 years after. This does not apply to information that is public, that a party already lawfully held, or that it must disclose by law or court order. Minuar may share confidential information with the third parties it engages, under the same confidentiality. If Minuar processes personal data for the client, Minuar's data processing agreement applies unless agreed otherwise. The client remains responsible for the lawfulness of its processing. Minuar reports a data breach without undue delay.

9. Liability and force majeure

Minuar is liable only for direct damage, up to the amount excluding VAT the client paid for that agreement; for a recurring service, the amount of the 3 months before the event. That is the maximum per event and in total per agreement per calendar year; connected events count as one. Direct damage is only: the reasonable costs of repairing the performance, unless the agreement has been dissolved, of establishing cause and extent, of limiting damage insofar as that limitation worked, of repairing or replacing damaged property, and of restoring data from the last backup Minuar had to make. Other damage, such as lost profit, business interruption, other data loss and damage of third parties, is excluded. Minuar is not liable insofar as damage results from the client's materials, from third-party services, software or outages Minuar did not itself cause, from changes by others, from written advice not followed, or from loss of data of which the client had to keep its own copy; its own attributable failure stays outside this. The client reports a failure at once and gives a reasonable period for repair, unless performance is permanently impossible or default occurs by law. A claim lapses 12 months after the client discovered the damage or could reasonably have discovered it. These limitations do not apply in case of intent or deliberate recklessness of Minuar or its managers. The client indemnifies Minuar against third-party claims about its materials, its content and its use of the work, except in case of an attributable failure of Minuar. In case of force majeure, including illness, supplier outages and attacks on systems, performance is not due; if it lasts longer than 30 days, either party may end the part not performed; work already done is settled and prepaid periods are refunded.

10. Other

Minuar may amend these terms; for running recurring services one month ahead, and on an adverse amendment the client may terminate against the effective date. Minuar may transfer the agreement to a legal entity in which it continues its business; the client cooperates in advance. Dutch law applies. Disputes go, after consultation, to the District Court of Oost-Brabant. Where the Dutch and English texts differ, the Dutch text governs.

General terms