Terms & Conditions

These Terms & Conditions apply to all offers, proposals, agreements and services provided by Libertech.online B.V., unless agreed otherwise in writing.

These Terms are intended for a Dutch private limited company (besloten vennootschap / B.V.) that provides business-to-business consulting services internationally, including to clients in the Netherlands, Spain and other countries.

1. COMPANY INFORMATION

Libertech.online B.V. KVK: 91433398 Website: https://libertech.online

2. DEFINITIONS

In these Terms:

“LiberTech” means Libertech.online B.V.

“Client” means the legal entity or person acting in the course of business that enters into an agreement with LiberTech.

“Agreement” means any agreement between LiberTech and the Client, including proposals, statements of work, order confirmations and related documents.

“Services” means all consulting, advisory, design, development, implementation, process engineering, enterprise architecture, AI, automation and related services provided by LiberTech.

“Deliverables” means documents, designs, architecture, workflows, automation configurations, software components, code, reports, diagrams, templates, analyses or other materials delivered by LiberTech.

“EzyFlow” means LiberTech’s internal process engineering toolkit, frameworks, reusable components, templates, automation models, documentation structures and related intellectual property.

3. APPLICABILITY

3.1 These Terms apply to all offers, proposals, agreements, services and deliverables of LiberTech.

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

3.3 The applicability of the Client’s purchasing terms or general terms is expressly excluded unless accepted in writing by LiberTech.

3.4 If any provision of these Terms is invalid or unenforceable, the remaining provisions remain valid.

4. BUSINESS-TO-BUSINESS SERVICES

4.1 LiberTech primarily provides services to business clients.

4.2 These Terms are intended for B2B engagements. If services are provided to consumers, additional mandatory consumer protection rules may apply.

5. SERVICES

LiberTech provides services including, but not limited to:

• Process Engineering
• Business Process Optimization
• Enterprise Architecture
• AI & Automation Consulting
• Digital Transformation
• Workflow Design
• System Architecture
• Automation Implementation
• Technology Advisory
• Documentation and Knowledge Transfer
• Temporary project-based consulting

6. OFFERS AND PROPOSALS

6.1 All offers and proposals are non-binding unless explicitly stated otherwise.

6.2 A proposal is valid for the period stated in the proposal. If no period is stated, the proposal is valid for 14 days.

6.3 An Agreement is formed when the Client accepts a proposal in writing, signs an agreement, confirms by email or otherwise instructs LiberTech to start work.

6.4 LiberTech may refuse an engagement if the scope, risk, expectations or client fit are not suitable.

7. SCOPE OF WORK

7.1 The scope of work will be described in the proposal, statement of work or other written agreement.

7.2 Work outside the agreed scope may be charged separately.

7.3 LiberTech may make reasonable changes to the method of delivery where this benefits the project or is necessary due to changed circumstances.

7.4 The Client acknowledges that process engineering and automation projects may reveal new information during the engagement. Any material change in scope, timeline or budget will be discussed.

8. DELIVERY MODEL

8.1 Services may be delivered on-site, remotely or in a hybrid form.

8.2 For international clients, including clients in Spain, remote delivery may be the default unless agreed otherwise.

8.3 Travel, accommodation and related expenses are not included unless explicitly agreed.

8.4 If on-site work is required, travel time and expenses may be charged separately.

9. FEES

9.1 Services may be provided on a fixed-price, time-and-materials, day-rate, hourly-rate, retainer or other agreed basis.

9.2 Unless stated otherwise, all prices are in euros and exclusive of VAT, taxes, duties, travel costs and other expenses.

9.3 If fixed-price work is agreed, the fixed price only applies to the agreed scope.

9.4 Additional work, scope changes, delays caused by the Client or changes in requirements may be charged separately.

10. PAYMENT

10.1 Invoices must be paid within 14 days of the invoice date unless agreed otherwise.

10.2 If the Client fails to pay on time, LiberTech may suspend work until payment is received.

10.3 The Client may not suspend payment or set off amounts without written agreement from LiberTech.

10.4 Late payments may be subject to statutory commercial interest and reasonable collection costs under Dutch law.

10.5 All bank charges, currency conversion charges and international payment costs are for the Client’s account.

11. TAXES AND VAT

11.1 Prices are exclusive of VAT unless stated otherwise.

11.2 For clients outside the Netherlands, VAT treatment may depend on the client’s location, VAT status and applicable tax rules.

11.3 The Client is responsible for providing correct VAT and billing information.

11.4 Where reverse charge VAT applies, this will be stated on the invoice where applicable.

12. CLIENT RESPONSIBILITIES

The Client agrees to:

• Provide accurate and complete information.
• Provide timely access to stakeholders, systems and documentation.
• Make decisions within agreed timeframes.
• Review deliverables promptly.
• Ensure that data provided to LiberTech may lawfully be used for the project.
• Maintain appropriate backups of its own systems and data.
• Assign a responsible project contact.
• Ensure internal availability and cooperation.
• Obtain third-party permissions where needed.

13. DELAYS

13.1 If delays are caused by the Client, third parties, missing information or lack of access, LiberTech may adjust timelines and charge additional costs.

13.2 Agreed delivery dates are target dates unless explicitly stated as binding deadlines.

13.3 LiberTech is not liable for delays caused by factors outside its reasonable control.

14. ACCEPTANCE OF DELIVERABLES

14.1 Deliverables are deemed accepted if the Client does not reject them in writing within 10 business days after delivery.

14.2 A rejection must describe the specific issue in reasonable detail.

14.3 Minor issues that do not materially affect use do not justify rejection.

14.4 Once accepted, further changes may be charged separately.

15. BEST-EFFORT OBLIGATION

15.1 LiberTech provides consulting and implementation services on a best-effort basis unless explicitly agreed otherwise.

15.2 LiberTech does not guarantee specific commercial outcomes, revenue increases, cost reductions, funding results, investment performance, employee adoption, client satisfaction scores or other business results.

16. TECHNOLOGY AND THIRD-PARTY TOOLS

16.1 LiberTech may advise on or implement third-party tools, platforms, AI services, automation platforms, databases, CRM systems, APIs or other software.

16.2 Third-party tools are governed by their own terms, pricing, availability, security and privacy policies.

16.3 LiberTech is not responsible for failures, downtime, price changes, security incidents, policy changes or discontinued features of third-party providers.

16.4 The Client is responsible for obtaining and maintaining required third-party licenses unless agreed otherwise.

17. AI USE

17.1 LiberTech may use AI tools to support analysis, drafting, code generation, workflow design, documentation and automation.

17.2 AI output may contain inaccuracies and must be reviewed before business-critical use.

17.3 LiberTech will use reasonable professional judgment when using AI tools.

17.4 The Client remains responsible for final business decisions based on any advice, analysis or deliverable.

17.5 Unless agreed otherwise, LiberTech will not intentionally submit highly confidential or sensitive personal data to public AI tools.

18. DATA PROTECTION

18.1 Each party will comply with applicable data protection laws, including the GDPR.

18.2 If LiberTech processes personal data on behalf of the Client, the parties will enter into a Data Processing Agreement where required.

18.3 The Client warrants that personal data provided to LiberTech has been lawfully collected and may lawfully be processed for the project.

18.4 The Client is responsible for informing its employees, customers or other data subjects where required.

19. CONFIDENTIALITY

19.1 Each party must keep confidential information received from the other party confidential.

19.2 Confidential information may only be used for the purpose of performing the Agreement.

19.3 Confidentiality does not apply to information that:

• Is publicly available.
• Was already known without confidentiality obligation.
• Is independently developed.
• Must be disclosed by law or court order.

19.4 This confidentiality obligation continues after termination of the Agreement.

20. INTELLECTUAL PROPERTY

20.1 LiberTech retains all intellectual property rights in its pre-existing materials, methodologies, templates, frameworks, know-how, software components, automation models, documentation structures and EzyFlow toolkit.

20.2 Unless agreed otherwise, the Client receives a non-exclusive, non-transferable right to use deliverables for its internal business purposes after full payment.

20.3 Client-specific deliverables created specifically for the Client may be used by the Client for its own business operations.

20.4 LiberTech may reuse general knowledge, experience, methods, concepts and reusable components developed during an engagement, provided that confidential Client information is not disclosed.

20.5 The Client may not resell, sublicense, publish or commercially exploit LiberTech’s reusable components, templates, frameworks or EzyFlow-related materials without written permission.

21. SOFTWARE AND AUTOMATION DELIVERABLES

21.1 If LiberTech creates software, scripts, automations or integrations, the scope of ownership and usage rights will be set out in the proposal or project agreement.

21.2 Unless agreed otherwise, LiberTech retains ownership of reusable code, libraries, templates, frameworks and generic components.

21.3 The Client is responsible for operating, maintaining and monitoring implemented systems after handover unless a separate support agreement is agreed.

22. SUPPORT AND MAINTENANCE

22.1 Support, maintenance, monitoring or ongoing optimization are not included unless agreed in writing.

22.2 After project completion, additional support may be provided under a separate agreement or at LiberTech’s then-current rates.

23. KNOWLEDGE TRANSFER

23.1 LiberTech may provide documentation, training or handover sessions as agreed.

23.2 After handover, the Client is responsible for internal adoption, process discipline and ongoing use of the solution.

24. SUBCONTRACTORS

24.1 LiberTech may engage subcontractors or partners where appropriate.

24.2 LiberTech remains responsible for the work of subcontractors engaged by LiberTech.

24.3 Subcontractors may be located in the Netherlands, Spain or other countries, subject to confidentiality and data protection requirements where applicable.

25. INTERNATIONAL CLIENTS

25.1 LiberTech may provide services to clients in the Netherlands, Spain and other countries.

25.2 Unless agreed otherwise, all agreements are governed by Dutch law.

25.3 The Client is responsible for compliance with local laws applicable to its own business, sector, employees, customers and operations.

25.4 LiberTech does not provide local legal, tax, employment or regulatory advice unless explicitly agreed and qualified to do so.

26. COMPLIANCE, SANCTIONS AND EXPORT CONTROL

26.1 The Client confirms that it is not subject to sanctions or restrictions that would prevent LiberTech from providing services.

26.2 The Client must not use LiberTech’s services or deliverables for unlawful purposes.

26.3 If LiberTech reasonably believes that continuing an engagement would breach applicable law, sanctions, export controls or ethical standards, LiberTech may suspend or terminate the engagement.

27. LIMITATION OF LIABILITY

27.1 LiberTech is not liable for indirect damages, consequential damages, lost profits, lost revenue, lost savings, loss of data, business interruption, reputational damage or claims by third parties.

27.2 LiberTech’s total liability is limited to the amount paid by the Client to LiberTech for the specific engagement giving rise to the claim, excluding VAT, with a maximum of EUR 25,000 unless agreed otherwise.

27.3 The limitations of liability do not apply in cases of intent or deliberate recklessness by LiberTech’s management where such limitation is prohibited by law.

27.4 The Client must notify LiberTech of any claim as soon as reasonably possible and in any event within 30 days after becoming aware of the issue.

28. INDEMNITY

28.1 The Client indemnifies LiberTech against claims arising from:

• Unlawful data provided by the Client.
• Client misuse of deliverables.
• Client instructions that infringe third-party rights.
• Client breach of laws or regulations.
• Client failure to obtain required permissions or licenses.

29. WARRANTIES

29.1 LiberTech warrants that services will be performed with reasonable professional care.

29.2 Except as expressly stated, all warranties, whether express or implied, are excluded to the fullest extent permitted by law.

29.3 LiberTech does not warrant that software, automations or integrations will be error-free, uninterrupted or compatible with all future versions of third-party systems.

30. FORCE MAJEURE

30.1 LiberTech is not liable for failure or delay caused by circumstances beyond its reasonable control.

30.2 Force majeure includes, but is not limited to, illness, internet outages, power failures, cyber incidents, strikes, government measures, pandemics, war, natural disasters, third-party service outages and supplier failures.

31. SUSPENSION AND TERMINATION

31.1 LiberTech may suspend or terminate work if:

• The Client fails to pay on time.
• The Client materially breaches the Agreement.
• The Client fails to provide necessary cooperation.
• Continuing the engagement creates unacceptable legal, security, ethical or commercial risk.

31.2 Either party may terminate an Agreement in accordance with the termination provisions agreed in the proposal or contract.

31.3 Upon termination, the Client must pay for all work performed, committed costs and approved expenses up to the termination date.

32. NON-SOLICITATION

32.1 During the engagement and for 12 months after completion, the Client may not directly hire or engage LiberTech’s employees, contractors or subcontractors involved in the engagement without written permission.

32.2 If the Client breaches this provision, LiberTech may claim reasonable compensation.

33. PUBLICITY AND REFERENCES

33.1 LiberTech may mention the Client’s name and logo as a client reference only with the Client’s prior permission.

33.2 LiberTech may describe general project experience in anonymized form, provided confidential information is not disclosed.

34. COMMUNICATION

34.1 Communication may take place by email, video call, project management tools or other agreed channels.

34.2 Email communication is considered written communication for the purpose of these Terms.

35. MODIFICATION OF TERMS

35.1 LiberTech may update these Terms from time to time.

35.2 The version applicable to an Agreement is the version accepted at the time the Agreement was entered into, unless the parties agree otherwise.

36. GOVERNING LAW

36.1 These Terms and all Agreements with LiberTech are governed by the laws of the Netherlands.

36.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

37. DISPUTES

37.1 The parties will first try to resolve disputes through good-faith consultation.

37.2 If a dispute cannot be resolved, it will be submitted to the competent court in the Netherlands.

37.3 LiberTech may choose to bring claims for unpaid invoices before the competent court in the Client’s jurisdiction where permitted by law.

38. LANGUAGE

38.1 These Terms may be made available in English and Dutch.

38.2 In case of conflict between versions, the English version applies unless the parties agree otherwise.

39. CONTACT

Libertech.online B.V. KVK: 91433398 Website: https://libertech.online