TeamHub General Terms and Conditions
Version 1.0 Effective: [Effective date]
Draft notice: These General Terms and Conditions are a contractual draft and do not constitute legal advice. They should be reviewed together with the applicable Order, the TeamHub Commercial Licence and Support Agreement, Privacy Notice, Support Policy and Maintenance and Lifecycle Policy by a qualified Dutch lawyer before publication or use.
Provider
These General Terms and Conditions, the “General Terms”, are used by Doek Works, a sole proprietorship (eenmanszaak) established at Elzenlaan 21, 9422 ES Smilde, The Netherlands, registered with the Dutch Chamber of Commerce under number [Chamber of Commerce number], hereinafter referred to as “Provider”.
1. Definitions
1.1 Agreement
Any agreement between Provider and Customer concerning Products or Services, consisting of the applicable Order, any Specific Agreement and these General Terms.
1.2 Business Day
Monday to Friday, excluding public holidays observed in the Netherlands.
1.3 Customer
The organisation or natural person acting in the course of a profession or business that enters into an Agreement with Provider.
1.4 Customer Materials
All information, content, data, software, documentation, instructions, credentials, designs and other materials supplied or made available by or on behalf of Customer.
1.5 Deliverable
A result specifically created by Provider for Customer under an Order, excluding Provider Materials, open-source software and third-party materials.
1.6 Order
A quotation, order form, online order, statement of work, purchase agreement, order confirmation or other written or electronic record identifying Products or Services ordered by Customer.
1.7 Products
Software, licence keys, documentation and other products supplied or made available by Provider, including commercial TeamHub subscriptions where applicable.
1.8 Provider Materials
All software, source code, libraries, tools, templates, methods, designs, documentation, know-how, processes and other materials owned, developed or licensed by Provider independently of a specific Order, together with all improvements and reusable components.
1.9 Services
All services provided by Provider, including support, maintenance, consultancy, implementation guidance, installation assistance, training, remote assistance and custom development.
1.10 Specific Agreement
A product-specific or service-specific agreement incorporated into an Order, including the TeamHub Commercial Licence and Support Agreement.
1.11 Third-party Products
Products, software, services, platforms, infrastructure or materials supplied, operated or licensed by a party other than Provider.
2. Applicability and order of precedence
2.1
These General Terms apply to every offer, Order and Agreement under which Provider supplies Products or Services to Customer.
2.2
Products and Services are offered exclusively to organisations and natural persons acting in the course of a profession or business. Provider does not contract with consumers under these General Terms.
2.3
The applicability of purchasing conditions, procurement conditions or other general conditions used by Customer is expressly rejected, unless Provider accepts them in writing.
2.4
In the event of a conflict, the following order of precedence applies:
- an individually negotiated and signed Order or statement of work;
- the applicable Specific Agreement;
- these General Terms;
- the applicable Support Policy and Maintenance and Lifecycle Policy; and
- other product or service documentation.
An applicable open-source licence independently governs the rights granted directly under that licence and is not restricted by this order of precedence.
2.5
Departures from these General Terms are valid only where agreed in writing and apply only to the Agreement for which they were agreed.
3. Offers and formation of Agreements
3.1
Unless expressly stated otherwise, an offer or quotation is non-binding and remains valid for thirty days from its date.
3.2
An Agreement is formed when Customer accepts an Order or quotation, completes an online order and payment, signs an Agreement, confirms an order in writing, or asks Provider to start performance and Provider does so.
3.3
Provider may reject an order before acceptance where information is incomplete or inaccurate, payment cannot be processed, unlawful or fraudulent use is suspected, the work falls outside Provider's capacity, or acceptance would create unreasonable technical, legal, security or financial risk.
3.4
Customer is responsible for checking that the Order correctly states its requirements, organisation details, billing details, technical identifiers, quantities and scope.
4. Customer information and cooperation
4.1
Customer shall provide complete, current and accurate information, decisions, approvals and access reasonably required for the Agreement.
4.2
A person accepting an Agreement on behalf of Customer represents that they are authorised to bind Customer.
4.3
Customer shall make suitably qualified personnel available and ensure that its systems, licences, environments and dependencies meet the published requirements.
4.4
Provider may rely on Customer Materials and instructions unless their inaccuracy is manifest.
4.5
If Customer does not provide required cooperation, Provider may adjust planning, suspend affected work, charge reasonably incurred additional time and costs, extend affected delivery dates, or terminate the affected Order where continued performance cannot reasonably be required.
4.6
Customer remains responsible for decisions regarding its production environment, deployment timing, backups, recovery procedures, access controls and operational risk. Customer shall comply with testing and non-production requirements in any Specific Agreement before production deployment.
5. Performance and delivery
5.1
Provider shall perform Services with reasonable care and professional skill. Unless a result is explicitly guaranteed in an Order, Provider has an obligation to use commercially reasonable efforts and does not guarantee a particular outcome.
5.2
Provider determines how Services are performed, while reasonably considering Customer's timely instructions and the agreed scope.
5.3
Services may be performed remotely unless the Order expressly requires work at a Customer location.
5.4
Provider may use appropriately qualified employees, contractors and subcontractors and remains responsible for their performance, subject to the Agreement.
5.5
Delivery dates and time estimates are indicative unless expressly identified as binding deadlines.
5.6
A Product or Deliverable is delivered when made available electronically, supplied, installed where installation is explicitly included, or otherwise placed under Customer's control.
6. Acceptance and complaints
6.1
Where an Order contains an acceptance procedure, that procedure applies. Otherwise Customer shall review a Deliverable within ten Business Days and report material, reproducible non-conformities with expressly agreed requirements.
6.2
A Deliverable is accepted when Customer confirms acceptance, uses it in production, does not report a material non-conformity within the review period, or Provider remedies reported material non-conformities so that the Deliverable materially meets the agreed requirements.
6.3
Minor defects that do not materially prevent reasonable use do not justify rejection, suspension of payment or termination.
6.4
Customer shall report complaints without unreasonable delay and provide sufficient information for investigation. A complaint does not suspend payment unless Provider agrees in writing.
6.5
Provider shall be given a reasonable opportunity to investigate and, where appropriate, repair, replace, reperform or provide a workaround before Customer engages a third party at Provider's expense or seeks another remedy.
7. Changes and additional work
7.1
Changes to scope, requirements, assumptions, planning or dependencies may constitute additional work.
7.2
Provider shall, where reasonably practicable, notify Customer if a requested change is expected to affect fees, timing or technical feasibility.
7.3
Additional work is charged at the rates in the Order, subsequently agreed rates, or Provider's then-current standard rates if no rate is agreed.
7.4
Provider is not required to start additional work until scope, timing and fees have been agreed or Customer authorises work on a time-and-materials basis.
8. Consultancy, custom development and training
8.1
Consultancy, implementation, installation assistance, training, remote assistance and custom development are included only if stated in the Order.
8.2
Unless a fixed fee is expressly agreed, Services are charged on a time-and-materials basis. Reasonable approved travel, accommodation and third-party expenses may be invoiced separately.
8.3 Cancellation
Customer may cancel or reschedule reserved Services:
- without cancellation charge when Provider receives notice at least seven Business Days before the scheduled start;
- subject to a charge of 50% of the fees for reserved time when notice is received fewer than seven Business Days before the scheduled start; and
- subject in all cases to reimbursement of non-cancellable external costs reasonably incurred by Provider.
Failure to attend, or cancellation after the scheduled start, may be charged as time performed unless the Parties agree otherwise.
9. Fees, taxes and price changes
9.1
Customer shall pay the fees stated in the Order. If no fee is stated, Provider's rates applicable when the Order is accepted apply.
9.2
Prices exclude VAT, sales taxes, withholding taxes, duties and similar government charges unless expressly stated otherwise. Customer is responsible for such charges, except taxes imposed on Provider's net income.
9.3
Starter and Business TeamHub subscriptions purchased through Provider's website are paid in advance during the ordering process.
9.4
Enterprise subscriptions are invoiced with a payment period of thirty days from the invoice date, unless the Order states otherwise. Each Enterprise Licence Period must be newly requested and ordered. Enterprise subscriptions do not renew automatically, including where invoicing during a Licence Period occurs monthly.
9.5
Other Services are invoiced as stated in the Order. Where the Order is silent, Provider may invoice monthly in arrears.
9.6
Prices for a fixed Licence Period or fixed-price Order do not change during that period, except for additional work, add-ons, tax changes or Customer-requested changes.
9.7
Provider may change prices for a new Order or Licence Period. For continuing monthly Services not tied to a fixed annual period, Provider may change prices on thirty days' notice. Customer may terminate the affected continuing Service before a material price increase takes effect.
9.8
Customer may not set off, deduct or suspend payment except where Provider agrees in writing or Customer has a mandatory legal right to do so.
10. Invoicing, payment and suspension
10.1
Invoices are payable within the period stated in the Order or these General Terms. If no period is stated, invoices are payable within fourteen days.
10.2
Customer shall report a genuine invoice dispute within ten Business Days, identifying the disputed item and reasons, and shall pay the undisputed amount on time.
10.3
If Customer does not pay on time, Customer is in default after expiry of the payment period without further notice, to the extent permitted by law. Provider may charge statutory commercial interest, reasonable extrajudicial collection costs, court costs and enforcement costs.
10.4 Cure period and suspension
If an undisputed invoice remains unpaid, Provider may send a written reminder allowing fourteen days to cure the non-payment.
If Customer does not pay within that period, Provider may suspend controllable and future performance, including support, maintenance, consultancy, custom development, renewal processing, scheduled work and delivery of new, replacement, migration or add-on licence keys.
10.5
Where a previously issued licence key is validated locally and cannot be reached or disabled by Provider, suspension does not imply remote deactivation. The existing licence key remains subject to its encoded technical term and the applicable Specific Agreement.
10.6
Provider may suspend immediately where reasonably necessary because of a material security risk, suspected fraud or unlawful activity, legal or sanctions requirements, unauthorised access, or the need to prevent material harm.
10.7
Suspension does not release Customer from payment obligations and does not extend a fixed Licence Period. Provider may charge reasonable reactivation or restart costs caused by Customer's default.
11. Intellectual property
11.1
Each Party retains intellectual property it owned or developed independently of the Agreement.
11.2
Provider and its licensors retain all rights in Provider Materials, Products, methods, templates, tools, documentation, reusable functionality and improvements, except rights expressly granted under an applicable open-source licence.
11.3
Customer retains ownership of Customer Materials and grants Provider a non-exclusive right to use them only as reasonably necessary to perform the Agreement and comply with law.
11.4 Custom development
Unless an Order expressly states otherwise:
- Provider retains intellectual property rights in custom-developed software and Deliverables;
- after full payment, Customer receives a non-exclusive, non-transferable right to use the Deliverable for its internal business purposes;
- Provider may reuse general knowledge, experience, methods, concepts and non-customer-specific components; and
- Provider may make code or contributions available under an open-source licence, including the AGPL-3.0, where stated in the Order or required by an applicable licence.
11.5
An Order may grant different rights. Any assignment must be explicit and applies only after full payment.
11.6
Third-party and open-source components remain subject to their own licence terms. Those terms govern rights in the relevant component in the event of conflict.
12. Confidentiality
12.1
Each Party shall protect confidential information received from the other and use it only for performance or enforcement of the Agreement.
12.2
Confidential information includes non-public technical and commercial information, security and vulnerability details, credentials, licence keys, non-public pricing, roadmaps, Customer Materials and non-public support information.
12.3
A receiving Party may disclose confidential information only to employees, professional advisers and subcontractors who need it and are bound by appropriate confidentiality obligations.
12.4
Confidentiality does not apply to information that is public without breach, lawfully known beforehand, independently developed, lawfully received without restriction, or required to be disclosed by law or competent authority.
12.5
Where lawful and practicable, the receiving Party shall notify the other Party before mandatory disclosure and limit disclosure to what is required.
12.6
Security vulnerabilities remain confidential until coordinated disclosure is reasonably possible under Provider's Security or Vulnerability Disclosure Policy.
12.7
Confidentiality continues for five years after termination. Trade secrets, credentials, licence keys and security-sensitive information remain protected while confidential.
13. Customer references
Provider shall not publish Customer's name, logo or trademark as a reference without Customer's prior written consent. Consent may define approved wording, channels and duration and may be withdrawn for future use on reasonable notice.
14. Privacy and data processing
14.1
Each Party shall comply with applicable data-protection law for personal data it processes under the Agreement.
14.2
Provider acts as an independent controller for sales, contracting, billing, licence administration, business communication and security administration, as described in Provider's Privacy Notice.
14.3
Supplying self-hosted software does not, by itself, make Provider a processor of personal data stored in Customer's environment.
14.4
If Provider will process personal data on Customer's behalf, the Parties shall enter into a data processing agreement where required before processing begins.
14.5
Customer shall not provide personal data unless reasonably necessary and legally permitted, and shall redact unnecessary personal data from logs, screenshots and support materials where practicable.
15. Security and Customer environments
15.1
Provider shall take reasonable technical and organisational measures appropriate to the Products and Services under its control.
15.2
Customer is responsible for security of its own infrastructure, Nextcloud environment, accounts, credentials, configurations, backups, access rights, networks and devices.
15.3
Unless included in an Order, Provider does not monitor, host, secure, back up, administer or control Customer's production environment.
15.4
Customer shall provide no broader access than reasonably necessary and shall revoke Provider's access when no longer required.
15.5
Each Party shall inform the other without unreasonable delay of a known security incident materially affecting the other Party's systems, confidential information or Agreement performance.
16. Third-party Products
16.1
Third-party Products remain subject to the relevant party's terms, licences, availability and lifecycle.
16.2
Provider does not control and is not responsible for changes, defects, outages, security incidents, discontinuation or incompatibility in Third-party Products.
16.3
Where Provider assists with or integrates a Third-party Product, Provider remains responsible for its own agreed work but not for the Third-party Product itself.
16.4
Additional work caused by changes in a Third-party Product may be charged separately unless maintenance of that integration is expressly included.
17. Warranties
17.1
Provider warrants that it will perform Services with reasonable care and professional skill.
17.2
Except as expressly stated in an Order, Specific Agreement or mandatory law, Products and Deliverables are supplied on an “as is” and “as available” basis.
17.3
Provider does not warrant uninterrupted or error-free operation, suitability for every purpose, or compatibility with every environment or Third-party Product.
17.4
Provider is not responsible for defects to the extent caused or increased by Customer Materials or instructions, incorrect installation or configuration not performed by Provider, unsupported or modified environments, third-party changes, failure to install or test updates, Third-party Products, or use contrary to documentation or reasonable instructions.
17.5
Customer's primary remedy for a confirmed material failure attributable to Provider is, at Provider's reasonable option, repair, reperformance, replacement, a workaround or an appropriate proportional credit.
18. Liability
18.1 Excluded loss
To the maximum extent permitted by law, Provider is not liable for indirect, incidental, special, punitive or consequential loss, including loss of profit, revenue, savings, goodwill, business interruption, production downtime, loss of availability, loss or corruption of data, recovery or reconstruction costs, missed opportunities, or damage arising from Third-party Products or Customer-controlled infrastructure.
18.2 Liability cap
Provider's total aggregate liability arising out of or in connection with an Agreement is limited to the fees paid or payable by Customer under the affected Agreement during the twelve months immediately preceding the event giving rise to the claim. If the Agreement existed for less than twelve months, the limit is the fees paid or payable for that shorter period.
18.3 Customer contribution and deployments
Provider is not liable for damage to the extent caused or increased by Customer's breach, act, omission, failure to cooperate, maintain backups, mitigate loss, test an update or follow reasonable instructions.
Where a Specific Agreement requires non-production testing, backups, a maintenance window or recovery procedure, Customer assumes the operational risk of deploying to production without complying. Provider is not liable for resulting downtime, extended maintenance mode, lost availability, data loss or recovery costs to the extent caused or increased by that non-compliance.
18.4 Mandatory exceptions
The exclusions and limitations do not apply where liability cannot legally be excluded or limited, including liability caused by Provider's intent or deliberate recklessness where applicable under Dutch law.
18.5 Related events
Related events arising from the same or substantially the same cause are treated as one event for the liability cap.
18.6 Notice and six-month contractual claim period
Customer shall notify Provider in writing of a potential claim without unreasonable delay after Customer discovers, or reasonably should have discovered, the facts giving rise to it.
To the maximum extent permitted by applicable law, any right to damages or other monetary compensation expires if Customer does not submit a sufficiently detailed written claim within six months after that discovery or reasonable discoverability.
This contractual claim period does not apply where applying it would be prohibited by mandatory law or unacceptable under applicable standards of reasonableness and fairness.
18.7 Mitigation
Customer shall take reasonable measures to prevent and limit damage. Provider is not liable for loss Customer could reasonably have prevented or reduced.
19. Customer indemnities
19.1
Customer shall indemnify Provider against reasonable third-party claims, damages, penalties and costs arising from unlawful Customer Materials, infringement by Customer, Customer's unlawful use, unauthorised distribution of licence keys, Customer modifications, agreed Customer instructions, or Customer's failure to obtain required permissions or licences.
19.2
The indemnity does not apply to the extent the claim was caused by Provider's breach, intent or deliberate recklessness.
19.3
Provider shall notify Customer without unreasonable delay, permit reasonable control of the defence subject to Provider's legitimate interests, and provide reasonable cooperation at Customer's expense. Customer may not settle in a way that admits fault by or imposes obligations on Provider without Provider's written consent.
20. Force majeure
20.1
Neither Party is liable for delay or failure caused by circumstances beyond reasonable control, including telecommunications, hosting, cloud, internet or power failures; cyberattacks despite reasonable safeguards; essential supplier failures; government action, sanctions or legal changes; war, terrorism, civil unrest or industrial action; fire, flood, extreme weather, epidemic, pandemic or natural disaster; and serious illness or unavailability of essential personnel where suitable replacement cannot reasonably be obtained without delay.
20.2
The affected Party shall notify the other where reasonably practicable and use reasonable efforts to limit the effects.
20.3
Affected obligations are suspended and delivery dates extended for the duration. Force majeure does not suspend payment for Products or Services already delivered or performed.
20.4
If force majeure continues for more than sixty consecutive days and materially prevents performance, either Party may terminate the affected part without liability for damages arising solely from termination. Fees remain payable for prior delivery and non-cancellable third-party costs.
21. Term and termination
21.1
An Agreement begins and ends as stated in the Order or Specific Agreement.
21.2
A fixed-term Agreement expires automatically and does not renew unless the Order expressly states otherwise. TeamHub Starter, Business and Enterprise subscriptions do not renew automatically. Each new Licence Period requires a new Order and licence key.
21.3
Either Party may terminate for material breach where the other Party fails to remedy a remediable breach within fourteen days after written notice describing the breach.
21.4
A Party may terminate immediately, to the extent permitted by law, if the other Party is declared bankrupt, enters liquidation, receives suspension of payments, ceases business, commits fraud connected with the Agreement, or materially breaches confidentiality or security in a manner that cannot reasonably be remedied.
21.5
Customer may not terminate a fixed-term Agreement for convenience unless the Order expressly allows it.
22. Consequences of termination
22.1
On expiry or termination, accrued amounts remain payable, Provider stops affected future Services, Customer stops using rights that ended, and each Party returns or securely deletes confidential information on reasonable request, subject to legal retention duties and routine backups.
22.2
Termination does not affect rights granted independently under an open-source licence.
22.3
Provider need not refund prepaid fees where Customer terminates without a contractual right or Provider terminates because of Customer's breach.
22.4
Provider may offer transition assistance at current rates, subject to availability and an agreed Order.
22.5
Payment, intellectual property, confidentiality, privacy, liability, indemnities, governing law and dispute provisions survive as required by their purpose.
23. Assignment and subcontracting
23.1
Customer may not assign an Agreement without Provider's prior written consent. Provider shall not unreasonably withhold consent for genuine legal succession where the successor accepts the Agreement and creates no material credit, compliance or security risk.
23.2
Provider may assign an Agreement to an affiliate or legal successor continuing the relevant business, on written notice.
23.3
Provider may use subcontractors and specialist suppliers and remains responsible for contractual performance, subject to the Agreement.
24. Changes to these General Terms
24.1
Provider may publish revised General Terms.
24.2
The version accepted with an Order applies to that fixed Order or Licence Period. A later version does not apply retroactively unless expressly agreed, required by mandatory law, or administrative without materially reducing Customer's rights.
24.3
A new version may apply to a new Order or Licence Period.
24.4
For continuing Services not tied to a fixed period, Provider may apply revised terms after thirty days' notice. If a revision materially disadvantages Customer, Customer may terminate the affected continuing Service before it takes effect.
25. General provisions
25.1 Entire agreement
The Agreement constitutes the entire agreement concerning its subject matter and replaces prior proposals, discussions and representations, except where incorporated into the Order.
25.2 Severability
If a provision is invalid or unenforceable, the remainder remains effective. The affected provision shall, where legally possible, be replaced by a valid provision closest to its commercial purpose.
25.3 No waiver
Failure or delay in exercising a right does not waive that right.
25.4 No partnership
The Agreement creates no partnership, agency, employment relationship or joint venture.
25.5 Electronic communication
The Parties may contract and communicate electronically. Electronic orders, acceptance logs, email and signatures may be used as evidence.
25.6 Notices
Formal notices shall be sent by email to Provider at [Legal notice email address] and to Customer at the address in the Order. A notice concerning termination or material breach should request confirmation of receipt. Each Party shall keep its details current.
25.7 Governing law
The Agreement is governed exclusively by the laws of the Netherlands, without regard to conflict-of-law rules.
25.8 Competent court
Disputes shall be submitted exclusively to the competent court of the District Court of Northern Netherlands, location Assen, unless mandatory law provides otherwise.
25.9 Language
These General Terms are written in English. Translations may be provided for convenience. In the event of discrepancy, the English version prevails unless mandatory law requires otherwise.
Provider details
Doek Works Elzenlaan 21 9422 ES Smilde The Netherlands
Dutch Chamber of Commerce: [Chamber of Commerce number] VAT number: [VAT number]
Authorised representative: Jantinus Doek Title: Owner
General email: [General email address] Legal notices: [Legal notice email address] Website: [Website URL]
TeamHub General Terms and Conditions Version 1.0 Effective: [Effective date]