Terms of Trading

1. Definitions

• "G-IT-up" / "We" / "Us" refers to Gareth Terblanche, trading as G-IT-up, registered in the Netherlands, BTW NL676005652B01.
• "Client" / "You" refers to the party engaging G-IT-up for services.
• "Services" refers to software development, consulting, integration, automation, or any other work agreed upon.
• "Deliverables" refers to any software, documentation, or other materials produced under the agreement.
• "Agreement" refers to any accepted quotation, statement of work, or contract between G-IT-up and the Client.

2. Scope of Services

G-IT-up provides IT software development, process automation, system integration, and consulting services. The specific scope of work for each engagement will be detailed in a written quotation or statement of work.

3. Quotations and Acceptance

1. All quotations are valid for 30 days from the date of issue, unless stated otherwise.
2. A quotation becomes a binding agreement upon written acceptance by the Client (including email).
3. Any changes to the agreed scope of work must be agreed in writing and may result in adjustments to pricing and timelines.

4. Fees and Payment

1. All fees are quoted in Euros (EUR) unless otherwise agreed.
2. Invoices are payable within 30 days of the invoice date.
3. For project-based work, G-IT-up may require milestone payments as specified in the agreement.
4. Late payments will incur statutory interest as permitted under Dutch law (Wet betalingstermijnen).
5. All amounts are exclusive of VAT (BTW), which will be added at the applicable rate.

5. Intellectual Property

1. Custom Development: Upon full payment, intellectual property rights in custom-developed deliverables transfer to the Client, unless otherwise agreed.
2. Pre-existing IP: G-IT-up retains all rights in pre-existing tools, frameworks, libraries, and methodologies. The Client receives a non-exclusive, perpetual licence to use these as part of the delivered solution.
3. Third-party components: Open-source or third-party components remain subject to their respective licences.

6. Confidentiality

1. Both parties agree to treat all confidential information received from the other party as strictly confidential.
2. Confidential information shall not be disclosed to third parties without prior written consent, except as required by law.
3. This obligation survives termination of the agreement for a period of 2 years.

7. Data Protection

G-IT-up processes personal data in accordance with the General Data Protection Regulation (GDPR) and our Privacy Policy. Where G-IT-up processes personal data on behalf of the Client, a separate Data Processing Agreement will be entered into.

8. Warranties and Liability

1. G-IT-up warrants that services will be performed with reasonable skill and care in accordance with industry standards.
2. G-IT-up provides a 30-day warranty period after delivery for defects in custom-developed software.
3. G-IT-up's total liability under any agreement shall not exceed the total fees paid by the Client under that agreement in the preceding 12 months.
4. G-IT-up shall not be liable for indirect, consequential, or incidental damages, including loss of profit, data, or business opportunities.
5. Nothing in these terms excludes liability for fraud, wilful misconduct, or death/personal injury caused by negligence.

9. Termination

1. Either party may terminate an ongoing engagement by providing 30 days' written notice.
2. Either party may terminate immediately if the other party commits a material breach that is not remedied within 14 days of written notice.
3. Upon termination, the Client shall pay for all work completed up to the date of termination.
4. Sections on Confidentiality, Intellectual Property, and Liability survive termination.

10. Force Majeure

Neither party shall be liable for delays or failure to perform due to circumstances beyond reasonable control, including but not limited to natural disasters, pandemics, government actions, or infrastructure failures.

11. Governing Law and Disputes

1. These terms are governed by the laws of the Netherlands.
2. Any disputes arising from these terms or related agreements shall first be attempted to be resolved through good-faith negotiation.
3. If negotiation fails, disputes shall be submitted to the competent court in The Hague, the Netherlands.

12. Amendments

G-IT-up reserves the right to amend these terms. Clients will be notified of material changes. Continued engagement after notification constitutes acceptance of the amended terms.