Terms & Conditions

TERMS & CONDITIONS

of ELFAPP Technologies (Hereinafter “ELFAPP Technologies”, “we”, “our”, or “us”)

Registered in the Netherlands under Chamber of Commerce (KvK) no. 89921313

Registered address: Keurenplein 41, box E7938 Amsterdam 1069 CD, Noord-Holland
Netherlands

Email: support@elfapp.nl

Effective date: 01 Jan 2025

These Terms & Conditions (“Terms”) apply to all offers, agreements, projects, and the provision of software development, licensing, implementation, and IT consultancy services (“Services”) by ELFAPP Technologies (“Company”) to any client, customer, or user (“Client”, “you”).
Deviations from these Terms are valid only if expressly agreed in writing.
These Terms prevail over any purchasing or other conditions of the Client unless expressly accepted by us in writing.
If any part of these Terms conflicts with a written agreement between the parties, the written agreement prevails.

ELFAPP Technologies provides Services including:
• custom software development and integration;
• licensing and maintenance of proprietary software;
• IT and digital transformation consultancy;
• system implementation, support, and related technical services.
We perform our Services with reasonable skill and care in accordance with generally accepted professional standards.
Unless otherwise agreed, Services are provided on a time-and-materials or fixed-fee basis as specified in the quotation or agreement.
Project deliverables, timelines, and specifications shall be set out in the project proposal or Statement of Work (SOW).

For any software we develop, supply or license to you, we grant a non-exclusive, non-transferable licence to use such software only for your internal business operations and in accordance with the licence terms.
Ownership of all intellectual property rights in the software remains with ELFAPP Technologies or its licensors.
You may not copy, decompile, reverse engineer, or modify the software except as permitted by law.
Third-party components included in our software may be subject to their own licence terms, which will take precedence where applicable.

All offers and quotations issued by ELFAPP Technologies are non-binding and valid for 30 days unless stated otherwise.
An agreement is concluded when you accept our offer and we confirm acceptance in writing or electronically.
We may require an advance payment or signed confirmation before starting work.

Fees are in euros (EUR) and exclusive of VAT and other taxes unless indicated.
Invoices are payable within 14 days of invoice date without deduction or set-off.
Late payments accrue statutory interest (Article 6:119a Dutch Civil Code) and reasonable collection costs.
We may suspend performance if payment is delayed.
Travel, accommodation and other expenses related to the Services are billed separately unless included in a fixed-fee offer.

You shall provide all necessary cooperation, information, access and approvals to enable us to perform the Services.
You are responsible for the accuracy of the information you supply.
If you fail to meet obligations and that causes delay or extra work, we may adjust timelines and charge additional fees.

All IP rights arising from or related to the Services, software, documentation and deliverables belong exclusively to ELFAPP Technologies unless otherwise agreed in writing.
Upon full payment, you obtain a limited licence to use deliverables for your internal business purposes.
We may reuse and further develop general concepts, frameworks, and code libraries used in your project.
You retain ownership of your pre-existing data and materials supplied to us.

Each party shall treat the other’s confidential information as strictly confidential and not disclose it to third parties without prior written consent.
Confidential information shall be used only to perform the Contract.
These obligations remain in force for two (2) years after termination.

Both parties shall comply with the EU General Data Protection Regulation (GDPR) and the Dutch Implementation Act (UAVG).
If we process personal data on your behalf, we will sign a separate Data Processing Agreement as required by Article 28 GDPR.
We implement appropriate technical and organisational measures to safeguard data.
You remain responsible for lawful data collection and consents.

We warrant that the Services will be performed with reasonable skill and care and substantially conform to agreed specifications.
Software is provided “as is”; we do not guarantee error-free operation.
Defects reported within 90 days after delivery will be remedied with reasonable efforts.
All other warranties are excluded to the extent permitted by law.

Our liability is limited to direct damages resulting from a proven attributable breach.
The maximum aggregate liability is the fees paid for the relevant assignment in the 12 months preceding the event, capped at EUR 20,000.
We are not liable for indirect or consequential loss (e.g., lost profits or data).
Nothing limits liability for death, personal injury, fraud or gross negligence.
Claims must be submitted within six (6) months of the event or be barred.

Neither party is liable for non-performance due to events beyond reasonable control (e.g., natural disasters, war, pandemics, network outages).
If such event continues for more than 60 days, either party may terminate the Contract by written notice.

An agreement remains in force for the period stated in the Contract or until completion of the Services.
Either party may terminate for material breach if uncured within 30 days after written notice.
Upon termination, you shall pay for all work performed up to termination.
Clauses that by nature survive termination (e.g., IP, confidentiality, liability) remain effective.

These Terms and agreements are governed by Dutch law.
The courts of Amsterdam, the Netherlands, have exclusive jurisdiction, except where mandatory consumer law provides otherwise.
Parties shall first attempt amicable settlement within 30 days before litigation.

Where the Client is a consumer within the EU, mandatory consumer protections under Dutch and EU law apply.
Unfair or invalid terms shall not affect the remainder of these Terms.
Consumers may bring claims in their home Member State as per EU Regulation 1215/2012 (Brussels I recast).

We may amend these Terms from time to time; updates will be published on our website and communicated to active clients.
Material changes take effect 30 days after notice; clients may terminate before they apply if they object.

Invalid or unenforceable provisions do not affect validity of the rest.
Headings are for convenience only.
These Terms and the agreement constitute the entire understanding between parties.
Failure to enforce a provision does not waive rights.