Terms & Conditions

1.1 “Baarsjes” means Baarsjes Technology Services, registered in the Netherlands under KvK number 98481754.

1.2 “Client” means the natural person or legal entity that enters into an Agreement with Baarsjes for the provision of Services.

1.3 “Agreement” means any contract between Baarsjes and the Client for the provision of Services, including any Statement of Work, quotation, or order confirmation.

1.4 “Services” means the engineering capacity and related professional services provided by Baarsjes as described in the Agreement.

1.5 “Discovery Week” means the initial five-day discovery engagement that documents the Client’s systems, architecture, and working practices, required before Capacity-based Services can be delivered.

1.6 “Discovery Refresh” means a subsequent three-day discovery engagement to update documentation for returning clients after six months of inactivity or following significant changes to the Client’s systems or architecture.

1.7 “Capacity” means pre-purchased engineering time in the form of Flex Blocks or Subscriptions, measured in days or half-days.

1.8 “Flex Block” means a prepaid package of engineering Capacity with a defined validity period.

1.9 “Subscription” means a recurring monthly Capacity arrangement with guaranteed availability, day rollover within limits, and the option to purchase additional days at preferential rates.

1.10 “Business Hours” means Monday through Friday, 09:00-18:00 CET/CEST, excluding Dutch public holidays.

1.11 “Partner” means a vetted third-party engineer or consultancy engaged by Baarsjes to deliver Services on Baarsjes’ behalf.

1.12 “Subcontractor” means any individual or entity engaged directly or indirectly by Baarsjes to perform Services, including Partners and any approved substitutes engaged through Baarsjes’ subcontractor network, regardless of the contractual chain through which they are engaged.

2.1 These General Terms and Conditions apply to all quotations, offers, Agreements, and Services provided by Baarsjes to the Client.

2.2 Deviations from these Terms are only valid if expressly agreed in writing.

2.3 The applicability of any general terms and conditions of the Client is expressly rejected, unless explicitly accepted by Baarsjes in writing.

2.4 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

3.1 All quotations are without obligation and valid for thirty (30) days from the date of issue, unless otherwise stated.

3.2 An Agreement is formed upon written acceptance of a quotation by the Client, or upon Baarsjes’ written confirmation of the Client’s order.

3.3 Baarsjes reserves the right to decline any engagement at its sole discretion.

3.4 Any amendments or additions to an Agreement are only binding if agreed in writing by both parties.

3.5 These Terms are versioned and dated. The version of the Terms in effect shall be determined as follows:

(a) Where a quotation expressly references or attaches a specific version of these Terms, that version shall govern the Agreement formed upon acceptance of that quotation.

(b) In the event of any discrepancy between the Terms referenced in a quotation and any version published on the Baarsjes website, the Terms referenced in the quotation shall prevail.

(c) Where no specific version is referenced, the version published on the Baarsjes website at the date of Agreement formation shall apply.

4.1 Baarsjes shall perform the Services with due care and professional skill, in accordance with applicable professional standards.

4.2 All Services are provided on a best-efforts basis. Baarsjes does not guarantee specific results or outcomes unless explicitly agreed in writing.

4.3 Services are delivered remotely by default. On-site delivery may be arranged upon request and prior agreement, with associated travel and accommodation costs borne by the Client.

4.4 Baarsjes may engage Partners to deliver Services. The Client shall be informed in advance of Partner involvement. Baarsjes remains responsible for the quality of Services delivered by Partners.

4.5 Any timelines or delivery dates are indicative unless expressly agreed as binding deadlines. Baarsjes shall inform the Client promptly of any expected delays.

5.1 A completed Discovery Week is required before any Capacity-based Services (Flex Blocks or Subscriptions) can be delivered.

5.2 The Discovery Week is valid for twelve (12) months from completion. For returning clients after six (6) months of inactivity, a Discovery Refresh of three (3) days is required before scheduling new Capacity. A Discovery Refresh may also be required if significant changes have occurred to the Client’s systems or architecture.

5.3 The Client shall provide reasonable access to systems, documentation, and key personnel during Discovery engagements.

5.4 Discovery Week and Discovery Refresh days are billed separately and are not deducted from any Flex Block or Subscription Capacity.

6.1 Scheduled Capacity requires a minimum of fourteen (14) calendar days’ advance notice (the “14-Day Rule”).

6.2 The minimum scheduling unit is one half-day (four hours).

6.3 Scheduling and cancellation rules based on notice period:

7.1 Flex Blocks are prepaid packages of engineering Capacity with defined validity periods:

• Flex 10: 10 days, valid for 90 days from purchase
• Flex 20: 20 days, valid for 6 months from purchase

Unused Capacity at the end of the validity period is forfeited and non-refundable.

7.2 Additional days (Top Up Days) may be purchased during an active Flex 20 Block at the rates specified in the Agreement. Top Up Days share the validity period of the underlying Flex 20 Block.

7.3 Flex Block Capacity cannot be converted to other products or transferred to other clients.

8.1 Subscriptions provide guaranteed monthly Capacity at the tier specified in the Agreement:

• Subscription S: 1 day per month included
• Subscription M: 2 days per month included
• Subscription L: 4 days per month included

8.2 The Client may purchase additional days beyond the included monthly Capacity at the preferential rates specified for each Subscription tier. Additional days are valid for one (1) month from date of purchase.

8.3 Subscriptions have a minimum commitment of three (3) months and require thirty (30) days’ notice to cancel.

8.4 Unused included days roll over for up to two (2) months. The maximum accumulation of rolled-over days is:

• Subscription S: 3 days (including current month)
• Subscription M: 6 days (including current month)
• Subscription L: 12 days (including current month)

Rolled-over days expire immediately upon cancellation of the Subscription and are non-refundable.

8.5 Subscription tier changes require thirty (30) days’ notice and take effect from the following calendar month.

9.1 The Client shall provide Baarsjes with timely access to all information, systems, documentation, and personnel reasonably necessary for the performance of the Services.

9.2 The Client is responsible for the accuracy and completeness of all information provided to Baarsjes.

9.3 The Client shall ensure that appropriate decision-makers are available to provide timely feedback and approvals during the engagement.

9.4 The Client remains solely responsible for all decisions regarding deployment to production environments.

10.1 All fees are as specified in the applicable quotation or Agreement and are exclusive of VAT unless otherwise stated.

10.2 Payment terms:

(a) Discovery Week and Discovery Refresh: 100% due upon invoice, prior to commencement

(b) Flex Blocks: 100% due upon invoice, prior to start of validity period

(c) Subscriptions: Monthly fee due in advance on the 1st of each month

(d) Additional Days: 100% due upon invoice, prior to scheduling

10.3 In case of late payment, Baarsjes may charge statutory commercial interest and suspend Services until payment is received.

10.4 All reasonable costs incurred in collecting overdue payments shall be borne by the Client.

11.1 All intellectual property rights in materials created by Baarsjes specifically for the Client under an Agreement shall transfer to the Client upon full payment, unless otherwise agreed.

11.2 Baarsjes retains all intellectual property rights in its pre-existing materials, methodologies, tools, and general know-how, including any improvements thereto.

11.3 The Client grants Baarsjes a limited licence to use Client materials solely for the purpose of performing the Services.

12.1 Both parties shall treat as confidential all information received from the other party that is designated as confidential or that reasonably should be understood to be confidential.

12.2 Confidential information may only be used for the purpose of performing or receiving the Services and may not be disclosed to third parties without prior written consent, except as required by law.

12.3 This confidentiality obligation survives termination of the Agreement for a period of three (3) years.

13.1 Both parties shall comply with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”).

13.2 Where Baarsjes processes personal data on behalf of the Client in the course of providing Services, the Client acts as Controller and Baarsjes acts as Processor. The provisions of this Article 13 constitute the data processing agreement required under Article 28 GDPR.

13.3 Baarsjes shall:

(a) process personal data only on documented instructions from the Client, unless required by applicable law;

(b) ensure that persons authorised to process personal data are bound by confidentiality obligations;

(c) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk;

(d) assist the Client in responding to data subject requests and in meeting its obligations regarding security, breach notification, and data protection impact assessments;

(e) at the Client’s choice, delete or return all personal data upon termination of the Services, unless retention is required by law;

(f) make available to the Client information necessary to demonstrate compliance with this Article and allow for reasonable audits upon reasonable notice.

13.4 The Client provides general authorisation for Baarsjes to engage sub-processors, including Partners as defined in Article 1.11. Baarsjes shall inform the Client of any intended changes to sub-processors. The Client may object within fourteen (14) days on reasonable grounds relating to data protection. Baarsjes shall ensure sub-processors are bound by equivalent data protection obligations.

13.5 Baarsjes shall not transfer personal data outside the European Economic Area unless appropriate safeguards are in place as required by GDPR.

13.6 Baarsjes shall notify the Client without undue delay, and in any event within twenty-four (24) hours, after becoming aware of a personal data breach affecting data processed under this Agreement. The notification shall describe the nature of the breach, the likely consequences, and measures taken to address it.

13.7 The categories of personal data typically processed under this Agreement include: names and contact details of Client personnel, professional information, system access credentials and logs, and technical identifiers. Processing activities include accessing Client systems, creating documentation, and communicating with Client personnel for the purpose of delivering the Services.

13.8 The Client warrants that it has the legal basis to process the personal data and to instruct Baarsjes to process it, and that its instructions comply with applicable data protection law.

14.1 Baarsjes’ total liability for any claims arising out of or in connection with an Agreement is limited to the greater of: (a) the total fees paid by the Client under that Agreement in the twelve (12) months preceding the claim, or (b) the amount actually paid out under Baarsjes’ professional indemnity insurance for the claim in question.

14.2 Baarsjes shall not be liable for indirect, consequential, or special damages, including but not limited to loss of profit, loss of data, or business interruption.

14.3 Baarsjes shall not be liable for any decisions made by the Client based on Baarsjes’ recommendations or deliverables.

14.4 These limitations do not apply in cases of wilful misconduct or gross negligence by Baarsjes.

15.1 Neither party shall be liable for failure to perform obligations due to circumstances beyond its reasonable control, including but not limited to natural disasters, war, terrorism, strikes, government actions, or failures of third-party services.

15.2 If force majeure continues for more than sixty (60) days, either party may terminate the Agreement with immediate effect without liability.

16.1 Flex Block Agreements terminate upon expiry of the validity period or exhaustion of the Capacity, whichever occurs first.

16.2 Subscription Agreements continue on a month-to-month basis after the initial commitment period until terminated by either party with thirty (30) days’ written notice.

16.3 Either party may terminate an Agreement with immediate effect by written notice if the other party materially breaches the Agreement and fails to remedy such breach within fourteen (14) days of written notice.

16.4 Upon termination, all outstanding fees become immediately due and payable. Unused prepaid Capacity is not refundable except in cases of termination for breach by Baarsjes.

17.1 During the term of any Agreement and for twelve (12) months thereafter, neither party shall directly solicit for employment any employee of the other party who was materially involved in the performance of the Services, without prior written consent.

17.2 The restriction in Article 17.1 does not apply to general recruitment advertising or to individuals who approach a party on their own initiative. For the avoidance of doubt, this exception does not apply to Article 17.3.

17.3 The Client shall not, for a period of twenty-four (24) months from the last date on which a Subcontractor performed Services for the Client through Baarsjes, directly or indirectly engage, contract with, or retain the services of that Subcontractor, whether directly or through any other intermediary, without the prior written consent of Baarsjes.

17.4 If the Client breaches Article 17.3, the Client shall pay Baarsjes a penalty of thirty thousand euros (EUR 30,000) per Subcontractor so engaged. This penalty is without prejudice to Baarsjes’ right to claim additional damages if actual losses exceed this amount.

18.1 These Terms and all Agreements are governed by and construed in accordance with the laws of the Netherlands.

18.2 Any disputes arising from or in connection with these Terms or an Agreement shall first be attempted to be resolved through good-faith negotiation.

18.3 If negotiation fails, disputes shall be submitted to the exclusive jurisdiction of the competent courts in Amsterdam, the Netherlands.

19.1 Baarsjes may update these Terms from time to time. Updated Terms apply to new Agreements entered into after the update date.

19.2 The Client may not assign or transfer any rights or obligations under an Agreement without Baarsjes’ prior written consent.

19.3 No failure or delay by either party in exercising any right shall constitute a waiver of that right.

19.4 These Terms, together with any applicable Agreement, constitute the entire agreement between the parties and supersede all prior agreements and understandings.