Terms and Conditions
| 91
C91 B.V.
Version 1.0
Date: April 10, 2023
MODULE 1 – GENERAL
DEFINITIONS
The capitalised terms used in these Terms & Conditions shall have the following meanings.
Terms & Conditions: the provisions contained in this document.
Services: the services provided by | 91 on behalf of the Client, including but not limited to:
- software engineering and platform development
- systems architecture and integrations
- workflow automation and operational systems
- SaaS development and support
- consultancy and technical advisory services
- AI and automation systems
- hosting and infrastructure services
- other services as described in proposals or agreements provided by | 91
Effective Date: the date on which the Agreement enters into force and the Services commence.
Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyrights, database rights, domain names, trade names, trademarks, design rights, neighbouring rights, patents, and know-how rights.
Client: the natural person or legal entity entering into an Agreement with | 91.
Agreement: any agreement between | 91 and the Client under which | 91 provides Services.
SLA: a separate Service Level Agreement entered into between | 91 and the Client describing service levels, support, uptime, or response obligations.
| 91: the private limited company C91 B.V., established in Utrecht and registered with the Dutch Chamber of Commerce under registration number XXXXXXXX.
Website: the website(s) and SaaS applications operated by | 91.
SaaS: the software-as-a-service platform or online applications made available by | 91.
Business Days: Monday through Friday excluding Dutch public holidays.
Works: all software, systems, applications, concepts, designs, layouts, documentation, reports, analyses, integrations, databases, APIs, and other intellectual creations developed or provided by | 91.
APPLICABILITY
These Terms & Conditions apply to every offer, proposal, quotation, and Agreement relating to Services provided by | 91.
Any conditions used by the Client that deviate from or conflict with these Terms & Conditions shall only apply if expressly accepted in writing by | 91.
In case of conflict between documents, the following order of precedence applies:
- the Agreement
- the SLA
- attachments to the Agreement
- these Terms & Conditions
AGREEMENTS & OFFERS
An Agreement is concluded once the Client explicitly accepts an offer from | 91 in writing, digitally, or by conduct indicating acceptance.
Offers remain valid for the period stated in the proposal. If no validity period is stated, offers remain valid for thirty (30) days.
| 91 reserves the right to adjust pricing if information provided by the Client proves to be incomplete or incorrect.
EXECUTION OF SERVICES
| 91 shall perform the Services to the best of its abilities and with reasonable care and professional skill.
Delivery dates and timelines are indicative only and shall never be considered strict deadlines unless explicitly agreed otherwise in writing.
The Client shall provide all information reasonably necessary for proper execution of the Services.
If the Client fails to provide required cooperation or information, | 91 may suspend performance without liability.
INTELLECTUAL PROPERTY
Unless agreed otherwise in writing, all Intellectual Property Rights relating to Works developed or provided by | 91 remain the exclusive property of | 91 or its licensors.
The Client receives only the usage rights explicitly granted under the Agreement.
Source code, infrastructure configurations, architecture documents, and technical files shall only be transferred if expressly agreed in writing.
| 91 may use open-source software, third-party frameworks, and external components where appropriate.
LIABILITY
The liability of | 91 for indirect damage, consequential loss, loss of profits, loss of revenue, loss of data, or operational interruption is excluded.
Where liability cannot legally be excluded, liability shall be limited to direct damages only.
The total liability of | 91 shall never exceed:
- the amount paid by the Client under the Agreement during the preceding twelve (12) months; or
- EUR 15,000 excluding VAT,
whichever amount is lower.
Liability only arises after written notice of default has been provided and | 91 has been given a reasonable opportunity to remedy the issue.
FORCE MAJEURE
| 91 shall not be liable for failure to perform obligations due to circumstances beyond reasonable control, including but not limited to:
- internet or infrastructure failures
- cyberattacks or DDoS attacks
- supplier failures
- power outages
- governmental actions
- strikes
- war or civil unrest
- illness or staff unavailability
If force majeure continues for more than ninety (90) days, either party may terminate the Agreement in writing.
CONFIDENTIALITY
Both parties shall treat confidential information obtained during the Agreement as confidential.
This obligation continues after termination of the Agreement.
| 91 shall not access Client data unless necessary for performance of the Services or required by law.
PRICING & PAYMENT
All prices are exclusive of VAT unless stated otherwise.
Invoices are payable within thirty (30) days unless agreed otherwise in writing.
| 91 may suspend Services if invoices remain unpaid after the applicable payment term.
| 91 may increase recurring pricing annually by up to five (5) percent.
TERM & TERMINATION
Unless agreed otherwise, Agreements are entered into for a minimum period of twelve (12) months.
Either party may terminate recurring Agreements subject to the applicable notice period.
| 91 may suspend or terminate the Agreement immediately if:
- the Client materially breaches the Agreement
- bankruptcy or insolvency proceedings are initiated
- payments remain overdue
- the Client ceases operations
SOFTWARE ENGINEERING & DEVELOPMENT
Where Services include software engineering, integrations, architecture, or platform development:
- specifications shall be agreed upon beforehand
- testing environments may be provided
- delivery occurs once the Work is reasonably suitable for operational use
- revisions beyond agreed scope may be considered additional work
| 91 does not guarantee compatibility with third-party systems unless explicitly agreed.
SAAS & HOSTING
Where SaaS, hosting, infrastructure, or cloud services are provided:
- | 91 shall make reasonable efforts to maintain availability
- maintenance windows may temporarily affect access
- storage or usage limits may apply
- the Client remains responsible for lawful use of the Services
ACCEPTABLE USE
The Client may not use Services provided by | 91 for:
- unlawful activities
- infringement of third-party rights
- malware distribution
- spam or abusive communication
- activities causing operational disruption to systems or infrastructure
| 91 may suspend Services if misuse is detected.
GOVERNING LAW
These Terms & Conditions and all Agreements are governed exclusively by Dutch law.
Any disputes shall be submitted to the competent court in the Netherlands in the district where | 91 is established.
CONTACT
| 91
Software Engineering & Systems Architecture
Utrecht, The Netherlands
Sydney, Australia
Pune, India