Terms & Conditions

Codiqe VOF
Legal form: vennootschap onder firma (VOF)
KvK: 90478002
BTW: NL865330141B01
Email: support@codiqe.com

All quotations are non-binding and valid for thirty (30) days from the date of issue unless stated otherwise. Acceptance may be given in writing (email is sufficient), by payment of the deposit invoice, or by any other clear act indicating agreement.

The scope of work is described in the quote or statement of work. Anything not explicitly included is excluded. Changes to scope, schedule, or deliverables require our written approval and may result in a revised price.

Codiqe operates on a fixed-price, fixed-scope basis. The price agreed in the quote is the price you pay; we do not charge surprises.

All prices are exclusive of Dutch VAT (BTW) unless stated otherwise. Codiqe charges the Dutch standard rate of 21% BTW on invoices to EU and Dutch clients. Cross-border B2B services within the EU may be subject to reverse charge (BTW verlegd) where the client provides a valid BTW-id.

Unless otherwise agreed, projects are invoiced as 50% deposit on signing and 50% on delivery. Retainers are invoiced monthly in advance. Invoices are payable within 14 calendar days of the invoice date.

Work does not begin until the deposit invoice is paid. If payment is late, we may suspend work, charge statutory commercial interest under Article 6:119a Burgerlijk Wetboek, and recover collection costs up to the maximum allowed under the Besluit vergoeding voor buitengerechtelijke incassokosten.

The delivery date agreed in the quote is an estimate based on Codiqe receiving timely input, decisions, content, and access from the client. If the client delays, the delivery date shifts proportionally. We will communicate proactively if a delay arises on our side.

Time is not of the essence unless expressly agreed in writing and accompanied by a hard deadline.

The client is responsible for:

• Providing accurate brief, content, brand assets, and access (domain, hosting, third-party services) on time
• Timely review of deliverables and consolidated feedback within the revision rounds described in the quote
• Ensuring all content provided to Codiqe (text, images, video, code) is owned by the client or properly licensed
• Settling all invoices on time

Codiqe is not liable for delays or quality issues caused by late, incomplete, or inaccurate client input.

Each project includes the revision rounds specified in the quote. Additional revisions or scope changes are billed at a rate to be agreed in advance, or via a written change order. We will not begin out-of-scope work without your written approval.

All intellectual property rights in the deliverables (designs, source code, copy, configuration) created by Codiqe under the agreement transfer to the client upon receipt of full payment. Until full payment is received, Codiqe retains all IP rights, and the client receives only a non-exclusive, revocable licence to evaluate the work.

The above does not transfer rights in: (a) third-party components, libraries, fonts, plugins, or stock assets (which remain subject to their own licences); (b) Codiqe's pre-existing tools, templates, or methods, which the client receives a perpetual, non-exclusive licence to use as embedded in the deliverable.

Codiqe may reference the engagement and showcase the deliverables in its own portfolio and marketing materials, unless the client has explicitly requested confidentiality in writing.

Each party will treat the other's non-public information as confidential and use it solely to perform the agreement. This obligation survives termination for five (5) years.

Codiqe warrants that the deliverables will materially conform to the agreed scope at the point of delivery. The client has fourteen (14) days from delivery to inspect and report any defects in writing. Defects reported in that period will be remedied at no additional cost. Issues reported after that period are treated as new work.

Except for the express warranty above, all deliverables are provided “as is”. Codiqe makes no warranties of merchantability, fitness for a particular purpose, or uninterrupted operation.

Codiqe's aggregate liability for any claim arising from or in connection with the agreement is limited to the total fees paid by the client to Codiqe under the relevant statement of work in the twelve (12) months preceding the event giving rise to the claim. For retainers, liability is capped at three (3) months of retainer fees.

Codiqe is in no event liable for indirect, consequential, special, or punitive damages, including loss of profit, loss of revenue, loss of goodwill, loss of data, or business interruption.

The cap does not apply to liability that cannot be excluded under Dutch law, including intent (opzet) and gross negligence (grove schuld) on the part of Codiqe.

Note for partners of a VOF: under Dutch law the partners of a vennootschap onder firma remain jointly and severally liable for the partnership's obligations regardless of any contractual cap. The cap above limits the amount the client may recover from Codiqe and its partners taken together, not the personal liability of each partner among themselves.

Neither party is liable for failure to perform caused by events outside its reasonable control, including outages of upstream cloud providers, internet infrastructure failures, fire, flood, strikes, pandemic measures, or government action. The affected party will notify the other promptly and the parties will agree a reasonable extension.

Either party may terminate a fixed-scope project for material breach not cured within fourteen (14) days of written notice. Upon termination, the client pays for all work completed up to the termination date. Retainers may be terminated by either party with one (1) full calendar month's notice.

Each party will comply with applicable data-protection law (including the GDPR / AVG). Where Codiqe processes personal data on behalf of the client, a separate processing agreement (verwerkersovereenkomst) will be entered into on request. Codiqe's general approach to visitor data is described in our Privacy Policy.

These Terms and any agreement based on them are governed by the laws of the Netherlands. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

Disputes will be submitted exclusively to the competent court in the district of Rechtbank Midden-Nederland, the Netherlands, unless either party prefers to first attempt mediation in good faith.

If any provision of these Terms is held unenforceable, the remaining provisions stay in force. Codiqe may amend these Terms by giving notice; the version in effect when the relevant agreement is signed governs that engagement.