Terms and conditions

Last updated: 4 June 2026

VDS Automation KVK: 88154378 VAT: NL864520724B01 IBAN: NL58 ABNA 0116 1404 29

Article 1 Definitions

In these Terms the following terms are used with an initial capital letter, both in the singular and in the plural. These terms mean:

Annex: Appendix to the Terms containing specific provisions regarding the service to be supplied.
Service: The services to be supplied by VDS Automation to the Client under the Agreement, including, where applicable, the results of services.
Terms: These terms of VDS Automation, including all applicable annexes.
IP Rights: All intellectual property rights and related rights, such as copyrights, trade mark rights, patent rights, design rights, trade name rights, database rights and neighbouring rights, as well as rights to know-how and to performances equivalent to intellectual property rights (éénlijnsprestaties).
Client: The natural or legal person who has concluded or will conclude an Agreement with VDS Automation.
Agreement: The agreement between VDS Automation and the Client concerning the supply of the Service.
Parties: VDS Automation and the Client.
Personal Data: Any information relating to an identified or identifiable natural person, as referred to in article 1 under a of the Dutch Personal Data Protection Act (Wet bescherming persoonsgegevens) and article 4 paragraph 1 of the General Data Protection Regulation.

Article 2 General

2.1

The Terms apply to and form an inseparable part of all offers and quotations from VDS Automation, all Agreements and any other related legal acts between VDS Automation and the Client or its legal successor. In addition to these Terms, the specific Annex(es) to the Terms agreed between VDS Automation and the Client also apply.

2.2

Where the Terms state that an act must be performed in writing, this also includes by email.

2.3

Departures from the Terms are valid only if they have been expressly agreed in writing by VDS Automation and the Client, and apply only to the specific agreement for which they were agreed.

2.4

The Terms take precedence at all times over any purchasing or other terms used by the Client.

2.5

Once these Terms have applied to a legal relationship between VDS Automation and the Client, the Client is deemed to have agreed in advance to these Terms applying to Agreements concluded thereafter and still to be concluded.

2.6

If and to the extent that any provision of the Terms is declared void or is annulled, the remaining provisions of the Terms will remain in full force. In that case the Parties will jointly determine a new provision to replace the void/annulled provision, observing the purport of the void/annulled provision as far as possible.

2.7

In the event of a conflict between provisions of an Agreement and the Terms, the provisions of the Agreement prevail. In the event of a conflict between the Terms and a specific Annex, the provisions of the specific Annex(es) prevail.

2.8

Electronic communication between the Parties is deemed to have been received on the day it was sent, unless proven otherwise.

Article 3 Quotations and formation of the Agreement

3.1

Quotations and other offers from VDS Automation are without obligation and must be regarded as an invitation to make an offer to enter into an Agreement, unless VDS Automation has stated otherwise in writing.

3.2

Offers and quotations lapse four weeks after their date, unless stated otherwise in writing.

3.3

The Client warrants the accuracy and completeness of the data provided to VDS Automation by or on its behalf on which VDS Automation bases its offer. If that data proves not to be accurate or complete, VDS Automation is entitled to amend the offer.

3.4

An Agreement is formed by the Client's written confirmation of an unamended, valid quotation and/or offer from VDS Automation.

Article 4 Performance of the Agreement and delivery

4.1

VDS Automation will perform the Agreement to the best of its insight and ability and in accordance with the requirements of good workmanship, on the basis of the state of science and technology known at that time. The Agreement to be concluded between VDS Automation and the Client has the character of a best-efforts obligation, unless and to the extent that VDS Automation has expressly promised a result in the written Agreement and that result has also been described with sufficient precision in the Agreement. Any arrangements about a service level (Service Level Agreement) are always agreed in writing.

4.2

The Parties set out in the Agreement the delivery periods and dates as well as the place and manner in which the Services are supplied and/or delivered. The lead time of an assignment depends on various factors and circumstances, such as the quality of the data and information the Client provides and the cooperation of the Client and relevant third parties. The delivery periods stated are therefore not strict deadlines, unless the Parties have expressly agreed otherwise in writing. If a (delivery) period is exceeded or threatens to be exceeded, the Parties will consult as soon as possible in order to take appropriate measures.

4.3

If it has been agreed that the Agreement will be performed in phases, VDS Automation is entitled to postpone the start of the Services belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.

4.4

VDS Automation is not obliged to follow instructions that change or supplement the content or scope of the agreed Services; if such instructions are followed, the work concerned will be charged in accordance with VDS Automation's usual rates and VDS Automation will notify the Client accordingly.

4.5

VDS Automation is entitled, in consultation with the Client, to have the Agreement performed wholly or partly by third parties, or at least to engage third parties in performing the Agreement.

4.6

Services are deemed accepted between the parties if the Client has not, within five (5) working days of delivery of the Services concerned, substantiated in detail in writing why the Services are not accepted. If they are not accepted, VDS Automation must replace or amend the Services within a reasonable period. If the Client again does not accept the Services, the parties will go through the acceptance procedure once more. This procedure will be repeated each time the Client again substantiates during the renewed acceptance test why the Services are not accepted.

4.7

The risk of loss, theft, misappropriation or damage to goods, products, information/data, documents or programs created or used in the course of performing the Agreement passes to the Client at the moment they are brought under the actual control of the Client or of an auxiliary person of the Client.

Article 5 Prices and payment terms

5.1

All prices are exclusive of turnover tax (VAT) and other levies imposed by the government.

5.2

Unless expressly agreed otherwise, price indications, estimates, budgets and/or preliminary calculations from VDS Automation are indicative only and no rights or expectations can be derived from them. Only where the parties have agreed this is VDS Automation obliged to inform the Client when a preliminary calculation or estimate is exceeded.

5.3

The Parties will record in the Agreement the date or dates on which VDS Automation invoices the Client for the Services. Invoices are paid by the Client in accordance with the payment conditions stated on the invoice. In the absence of a specific arrangement, the Client will pay within fourteen (14) days of the invoice date.

5.4

If the Client does not pay the amounts due on time, the Client owes statutory interest on the outstanding amount after a reminder and/or notice of default. If, after a reminder or notice of default, the Client remains in default in settling the claim, VDS Automation may place the claim in the hands of third parties, in which case the Client is also obliged, in addition to the total amount then due, to compensate all judicial and extrajudicial costs, including the costs of external experts.

5.5

VDS Automation is entitled to retain Services still in its possession where the Client fails to meet its payment obligation, until the Client has met that payment obligation, regardless of whether the payment arrears relate to the Services that VDS Automation is retaining.

5.6

VDS Automation is entitled, during the term of an Agreement, to increase the prices for its Services annually with effect from 1 January in line with the price index figure for the preceding calendar year as published by Statistics Netherlands (CBS) (Consumer Price Index “All households”), plus at most fifteen per cent (15%). VDS Automation is entitled to implement the cost increase at a later date if it considers this desirable for administrative reasons.

5.7

Comments or complaints about invoices, statements and expense claims sent must be made known in writing within fourteen (14) days of receipt of the invoice, statement or claim concerned, failing which they are deemed accepted. Such complaints do not suspend the obligation to pay.

5.8

VDS Automation is entitled, in consultation with the Client, to invoice the Client on an interim basis and/or on the basis of advances, to set off amounts, or to require security for performance by the Client.

5.9

The Client agrees to electronic invoicing by VDS Automation.

Article 6 Changes to the assignment and additional work

6.1

The Client accepts that the timetable of the Agreement may be affected if the scope of the Agreement is extended and/or changed in the interim. If the interim change affects the agreed fee, VDS Automation will notify the Client as soon as possible.

6.2

If, as a result of a change to the Agreement following additional requests or wishes of the Client, VDS Automation has to carry out additional work (meerwerk), that work will be charged to the Client on the basis of actual costs incurred at the rates usual at that time, unless expressly agreed otherwise in writing.

Article 7 Obligations of the Client

7.1

The Client ensures that all data and/or information which VDS Automation indicates is necessary, or which the Client should reasonably understand to be necessary for performing the Agreement, including information about legislation and regulations specific to the Client's sector which VDS Automation must observe, is provided to VDS Automation in good time, and will give all cooperation required by VDS Automation. Quotations and offers from VDS Automation as well as the Agreement subsequently concluded are based on the information provided by the Client.

7.2

If data required for performing the Agreement is not provided to VDS Automation in good time, VDS Automation is entitled to suspend performance of the Agreement and/or to charge the Client for the additional costs arising from the delay at the usual rates applicable at that time.

7.3

Insofar as VDS Automation provides usernames and/or passwords under the Agreement, the Client is responsible for those usernames and/or passwords and is fully and independently liable for any misuse made of them, unless such misuse is the result of intent or gross negligence on the part of VDS Automation.

7.4

Insofar as VDS Automation provides usernames and/or passwords under the Agreement, the Client is prohibited from providing those usernames and/or passwords to third parties without VDS Automation's consent.

Article 8 (Interim) termination and its consequences

8.1

An Agreement takes effect on the date described in article 3 for the period agreed in writing between the Parties and ends by operation of law on the date agreed between the Parties or at the moment the provision of the Services is completed.

8.2

Unless expressly agreed otherwise, the Parties cannot terminate the Agreement in the interim.

8.3

Each Party is entitled to dissolve the Agreement in whole or in part in the event of bankruptcy or suspension of payments of the other Party, as well as in the event of the closure or liquidation of the other Party's business other than for the purpose of reconstruction or merger of undertakings, or if decisive control over the other Party's business changes.

8.4

Dissolution of the Agreement on the grounds of attributable failure is permitted only after a written notice of default that is as detailed as possible, setting a reasonable period for remedying the failure, unless otherwise provided in these Terms or otherwise prescribed by law.

8.5

In the event of dissolution of the Agreement, what VDS Automation has already delivered and/or performed and the related payment obligation are not reversed, unless the Client proves that VDS Automation is in default with regard to the essential part of those performances. Amounts invoiced by VDS Automation before the dissolution in connection with what VDS Automation had already properly performed or delivered in execution of the Agreement remain due in full, subject to the preceding sentence, and become immediately payable at the moment of dissolution.

8.6

In the event of dissolution of the Agreement, all rights granted to the Client lapse. The Client is no longer entitled to use the Service.

8.7

Articles which by their nature are intended to continue to apply after the end of the Agreement remain in full force after termination of the Agreement.

Article 9 IP Rights

9.1

Unless expressly provided otherwise in the Agreement, all IP Rights remain allocated as follows:

Services and materials of VDS Automation: all IP Rights vesting in the Services provided by VDS Automation, as well as in all materials, information and software that VDS Automation makes available, remain the exclusive property of VDS Automation and/or its licensors.
IP developed or supplied by the Client: all IP Rights arising from materials, information, software or other developments created, supplied or developed by the Client itself in the context of the Agreement remain the exclusive property of the Client.
Jointly developed IP: if new IP is developed jointly during the cooperation, the parties will make arrangements together regarding the ownership and use of that jointly developed IP.

9.2

Nothing in these Terms and/or the Agreement implies a transfer of IP Rights. The Client obtains only the non-exclusive and non-transferable right to use the Services for the purposes laid down in the Agreement and under the conditions set out in the Agreement. Unless provided otherwise in writing, the right of use granted applies to the Netherlands only.

9.3

The Client is not permitted to remove or change any indication of IP Rights from the results of Services.

9.4

VDS Automation expressly does not waive its moral rights referred to in article 25 of the Dutch Copyright Act (Auteurswet).

9.5

With the Client's written consent, VDS Automation is permitted to use the Services and the materials used to perform the Agreement, such as designs, drawings, films, software, (electronic) files, reports, formats and interviews, for its own promotion and/or publicity, unless provided otherwise in the Agreement.

9.6

VDS Automation reserves the right to apply technical protection measures in the Services. The Client is not permitted to circumvent these technical protection measures or to offer means for that purpose.

9.7

VDS Automation indemnifies the Client against legal claims by third parties based on the assertion that (parts of) the Services developed by VDS Automation itself infringe an IP Right applicable in the Netherlands, on condition that the Client informs VDS Automation in writing without delay of the existence and content of the claim and leaves the handling of the matter, including the reaching of any settlements, entirely to VDS Automation. To that end the Client will grant VDS Automation the necessary authorisations, information and cooperation to defend against these claims, if necessary in the Client's name.

9.8

The obligation to indemnify referred to above lapses if the alleged infringement relates to:

materials made available to VDS Automation by the Client; and/or
changes that the Client has made or has had made to the Service.

9.9

If it is irrevocably established in law that the Services developed by VDS Automation itself infringe an IP Right belonging to a third party, or if in VDS Automation's opinion there is a reasonable chance that such an infringement will occur, VDS Automation will where possible ensure that the Client can continue to use the Service (or something functionally equivalent) undisturbed. If, in its sole opinion, VDS Automation cannot ensure that the Client can continue to use the Service supplied undisturbed, or can do so only in a manner that is (financially) unreasonably onerous for it, VDS Automation will take back what was supplied against a credit of the acquisition costs less a reasonable fee for use.

9.10

Any other or more extensive liability or obligation to indemnify on the part of VDS Automation for infringement of a third party's IP Rights is entirely excluded.

Article 10 Privacy

10.1

If Personal Data of the Client's customers has to be processed in the course of VDS Automation performing the Services, VDS Automation must be regarded as the “processor” within the meaning of the Dutch Personal Data Protection Act (Wet bescherming persoonsgegevens) and the General Data Protection Regulation, and the Client as the “controller”.

10.2

In accordance with article 28 paragraph 3 of the General Data Protection Regulation, the Client and VDS Automation will enter into a processing agreement governing the processing of Personal Data by VDS Automation in accordance with the relevant regulations.

Article 11 Confidentiality

11.1

The Parties will treat as strictly confidential and keep secret all information they obtain from each other in whatever form - written, oral, electronic or tangible -, including but not limited to software, (source) code, programs, applications, customer data, know-how, technical specifications and documentation (“Confidential Information”).

11.2

The Parties will use the Confidential Information only for the purposes for which it was provided, observing at least the same duty of care and safeguards as apply to their own internal confidential information. The Parties will provide the Confidential Information to employees only insofar as this is necessary in the context of (performing) the Agreement.

11.3

The obligations of confidentiality in respect of the Confidential Information do not apply insofar as the Party that received the information can demonstrate that the information concerned:

was already known to it at the time of receipt;
was already publicly known at the time of receipt;
became publicly known after receipt without this being attributable to the receiving Party;
was lawfully received from a third party together with the right to disclose it free of any obligation of confidentiality;
must be provided under legislation or regulations or pursuant to a court order and the disclosing Party has notified the other Party of such compulsory disclosure;
has been made public with the approval of the disclosing Party.

11.4

During the term of the Agreement and for 1 (one) year after its end, each of the Parties will, only with the prior consent of the other Party, employ or otherwise have working for it, directly or indirectly, employees of the other party who are or have been involved in performing the Agreement.

Article 12 Liability

12.1

VDS Automation's liability for attributable failure to perform its obligations and/or on the grounds of tort is limited to compensation for direct loss suffered by the Client, up to at most the amount paid out in the case in question by VDS Automation's insurance, or up to at most the amount of the fee stipulated for performing the Agreement, whereby in the case of continuing performance agreements the fee stipulated for one year applies.

12.2

Direct loss means exclusively:

reasonable costs the Client would have to incur to make VDS Automation's performance conform to the Agreement; this substitute loss is not compensated, however, if the Agreement is dissolved by or at the claim of the Client;
reasonable costs incurred by the Client for necessarily keeping its old system or systems and associated facilities operational for longer because VDS Automation did not deliver by a final delivery date binding on it, less any savings resulting from the delayed delivery;
reasonable costs incurred to establish the cause and extent of the loss, insofar as that establishment relates to direct loss within the meaning of this Agreement;
reasonable costs incurred to prevent or limit loss, insofar as the Client demonstrates that these costs led to a limitation of direct loss within the meaning of this Agreement.

12.3

Any liability of VDS Automation for loss other than direct loss (“indirect loss”), including but not limited to consequential loss, loss and/or damage of data, loss of profit and loss of turnover, is excluded.

12.4

The limitations referred to in the preceding paragraphs of this article lapse if and to the extent that the loss is the result of intent or wilful recklessness of VDS Automation or its managers (“own conduct”).

12.5

VDS Automation's liability for attributable failure to perform an Agreement arises in all cases only if the Client gives VDS Automation proper written notice of default without delay, setting a reasonable period for remedying the attributable failure, and VDS Automation continues to fail attributably in the performance of its obligations after that period as well, except in the event of a permanent attributable failure. The notice of default must contain as complete and detailed a description of the failure as possible, so that VDS Automation is able to respond adequately.

12.6

A condition for any right to compensation to arise is always that the Client reports the loss to VDS Automation in writing as soon as possible after it arises. Any claim for compensation against VDS Automation lapses by the mere passing of twelve (12) months after the claim arose.

12.7

The Client's use of the Services is entirely at the Client's own risk and responsibility. VDS Automation accepts no liability for the use the Client makes of the Services. The Client indemnifies VDS Automation against any third-party claims arising from the Client's use of the Services.

Article 13 Force majeure

13.1

There is no attributable failure by the Parties to perform the Agreement in the event of force majeure.

13.2

Force majeure includes, among other things, interruptions in the supply of electricity, strikes, riots, government measures, fire, natural disasters, floods, failures of the Parties' suppliers, failures of third parties engaged by the Parties, disruptions of the internet connection, hardware failures, disruptions in (telecommunications) networks and other unforeseen circumstances.

13.3

If the force majeure continues for at least thirty (30) days, the Parties are entitled to dissolve the Agreement without being obliged to compensate any loss, to reverse performance or to provide compensation in respect of that dissolution.

13.4

If, at the time of the force majeure, VDS Automation can still perform in part, or has already done so, it is entitled to render that performance and to invoice it separately, as if it were a separate Agreement.

Article 14 Transfer of rights and obligations

14.1

The rights and obligations under the Agreement may only be (sub)licensed and/or transferred by the Parties to third parties if the other party agrees to this in writing.

Article 15 Settlement and mediation

15.1

If a dispute between the Parties cannot be resolved satisfactorily, the dispute will, before being brought before the court, be submitted to duly authorised representatives of the Parties in order to explore the possibilities of a settlement, or to an independent mediator for mediation.

Article 16 Applicable law and competent court

16.1

These Terms and Conditions are governed exclusively by Dutch law.

16.2

Any disputes arising between VDS Automation and the Client in the context of or in connection with this Agreement will be submitted exclusively to the competent court in the district of Amsterdam.