Legal
Terms and conditions
These terms apply to every quotation, offer and agreement between JMNL Innovation and its clients.
Version 4 — August 2026
The Dutch text prevails. This English version is a translation provided for convenience. In the event of any discrepancy or dispute regarding interpretation, the Dutch original is legally binding.
Supplier in these terms means the sole proprietorship JMNL Innovation, established in Bavel, registered with the Netherlands Chamber of Commerce under number 65677463. Client means the counterparty of Supplier.
A copy of these terms is supplied free of charge on request via info@jmnl.nl.
1. General
1.1These terms apply to every offer, quotation and agreement between the sole proprietorship JMNL Innovation, hereinafter referred to as “Supplier”, and a Client to which Supplier has declared these terms applicable, insofar as the parties have not expressly departed from these terms in writing.
1.2These terms apply to all offers, legal relationships and agreements under which Supplier delivers goods and/or services of any kind to Client. They likewise apply to acts of third parties engaged by Supplier in the context of an assignment, and are written in part for the benefit of Supplier's employees and management.
1.3The applicability of any purchasing or other conditions of Client is expressly rejected.
1.4Deviations from and additions to these terms are valid only if expressly agreed in writing. Where these terms refer to “in writing”, this includes email, unless expressly provided otherwise.
1.5If at any time one or more provisions of these terms are wholly or partly void or are annulled, the remaining provisions remain fully applicable. The parties shall then enter into consultation in order to agree replacement provisions, observing as far as possible the purpose and intent of the original provisions.
1.6If there is any ambiguity regarding the interpretation of one or more provisions, or if a situation arises between the parties that is not governed by these terms, that interpretation or assessment must take place in the spirit of these terms.
1.7If Supplier does not always require strict compliance with these terms, this does not mean that their provisions do not apply, or that Supplier would in any way lose the right to require strict compliance in other cases.
2. Offers, quotations and agreements
2.1All offers, quotations and other statements by Supplier are without obligation, unless Supplier has expressly indicated otherwise in writing. If no period for acceptance is stated, the offer lapses after 30 days.
2.2Client warrants the accuracy and completeness of the dimensions, requirements, information, performance specifications and other data provided by or on behalf of Client on which Supplier bases its offer.
2.3A composite price quotation does not oblige Supplier to perform part of the assignment for a corresponding part of the quoted price. Offers or quotations do not automatically apply to future assignments.
2.4Obvious mistakes or clerical errors in an offer or quotation are not binding on Supplier.
2.5Supplier may at all times impose further requirements on communication between the parties or on the performance of legal acts by email.
3. Performance and amendment of the agreement, price increases
3.1The agreement between Supplier and Client is entered into for a definite period, unless the nature of the agreement dictates otherwise or the parties expressly agree otherwise in writing.
3.2Supplier performs the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship, on the basis of the state of the art known at that time. All obligations of Supplier are best-efforts obligations, unless and to the extent that Supplier has expressly promised a result in the written agreement that is described in sufficiently determinable terms.
3.3Supplier is entitled to have certain work performed by third parties. The applicability of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code is expressly excluded.
3.4Supplier is entitled to perform the agreement in phases and to invoice the part thus performed separately. If the agreement is performed in phases, Supplier may suspend performance of parts belonging to a subsequent phase until Client has approved the results of the preceding phase in writing.
3.5Client shall ensure that all information which Supplier indicates is necessary, or which Client should reasonably understand to be necessary for the performance of the agreement, is provided to Supplier in good time. If this does not happen in good time, Supplier has the right to suspend performance and/or to charge the resulting additional costs at its then applicable rates. The performance period does not commence before Client has made the information available.
3.6Supplier is not liable for damage of any kind arising because Supplier relied on incorrect or incomplete information provided by Client.
3.7Advice, assessments, risk analyses and reports by Supplier are based on the information and access provided by Client and on the situation as encountered at the time of performance. Client remains responsible for the decisions it takes on that basis and for the safety, availability and continuity of its own installations, systems and processes.
3.8Prior to work that may affect operational, industrial or control systems, Client shall ensure current backups and a tested recovery capability, and shall inform Supplier of all circumstances relevant to the safety of people, the environment and the installation. Supplier shall not carry out active testing on production systems without the express written consent of Client.
3.9If during performance it appears that proper performance requires the agreement to be amended or supplemented, the parties shall adjust the agreement in good time and by mutual agreement. If the nature, scope or content of the agreement is changed, this may have consequences for what was originally agreed, including the price and the performance period. Supplier shall as far as possible provide a price quotation in advance.
3.10Supplier is entitled to perform an amended agreement only after Client has agreed to the price, the period and the other conditions stated. Failure to perform the amended agreement, or failure to perform it immediately, does not constitute a breach by Supplier and gives Client no ground to terminate or cancel the agreement.
3.11Without thereby being in default, Supplier may refuse a request to amend the agreement if this could have consequences in qualitative or quantitative terms for the work to be performed or the goods to be delivered.
3.12If Client fails to perform what it is obliged to do towards Supplier, Client is liable for the damage arising directly or indirectly on the side of Supplier as a result.
3.13If Supplier agrees a fixed fee or fixed price with Client, Supplier is nevertheless entitled to increase it where the increase arises from a power or obligation under laws or regulations, or is caused by an increase in the price of raw materials, wages and the like, or on other grounds that were not reasonably foreseeable when the agreement was entered into.
3.14If a price increase as referred to in Article 3.13 exceeds 10% and takes place within three months of concluding the agreement, Client is entitled to terminate the agreement by written declaration, unless Supplier is still willing to perform the agreement on the basis of the amount originally agreed, or the increase arises from a statutory obligation resting on Supplier.
4. Force majeure
4.1Supplier is not obliged to perform any obligation towards Client if it is prevented from doing so as a result of a circumstance that is not attributable to its fault and is not for its account under the law, a juridical act or generally accepted practice.
4.2In these terms, force majeure means, in addition to what is understood by it in law and case law, all external causes, foreseen or unforeseen, over which Supplier has no influence but as a result of which Supplier is unable to perform its obligations. This includes strikes, failure or unavailability of telecommunications or internet facilities, power failures, cyberattacks, shortcomings of suppliers and government measures. Supplier is also entitled to invoke force majeure if the circumstance arises after Supplier should have performed its obligation.
4.3Supplier may suspend the obligations under the agreement for the duration of the force majeure. If that period lasts longer than sixty days, each party is entitled to terminate the agreement, without any obligation to compensate the other party for damage.
4.4Insofar as, at the time the force majeure arises, Supplier has partly performed its obligations or will be able to perform them, and the part performed or to be performed has independent value, Supplier is entitled to invoice that part separately. Client is obliged to pay that invoice as if it concerned a separate agreement.
5. Price, payment and collection costs
5.1The prices stated in a quotation or offer are exclusive of VAT and other government levies, and exclusive of any costs to be incurred in the context of the agreement, including travel and accommodation, shipping and administration costs, unless indicated otherwise.
5.2Payment is made within 14 days of the invoice date, in a manner to be indicated by Supplier and in the currency in which the invoice was issued, unless a different period has been agreed on the invoice or in writing. Client is not entitled to set-off or to suspend payment.
5.3The parties record in the agreement the date or dates on which Supplier invoices the fee for the agreed performance. Supplier is entitled to require advance payment or security before commencing or continuing performance.
5.4If Client has a periodic payment obligation, Supplier is entitled to adjust the applicable prices and rates in writing subject to a period of at least three months. If Client does not agree to such an adjustment, Client is entitled to terminate the agreement within thirty days of the notification, with effect from the date on which the adjustment would take effect.
5.5If Client does not pay the amounts due on time, Client owes statutory commercial interest on the outstanding amount without any reminder or notice of default being required. If Client remains in default after a reminder, Supplier may refer the claim for collection, in which case Client is, in addition to the amount due, also obliged to compensate all judicial and extrajudicial costs, including the costs of external experts.
5.6Objections to the amount of an invoice do not suspend the payment obligation. Client must dispute an invoice in writing and with reasons within thirty days of the invoice date, failing which the invoice is deemed accepted.
6. Confidential information and recruitment of personnel
6.1Each party warrants that all information received from the other party which it knows or should know is of a confidential nature will remain secret, unless a statutory duty of disclosure applies. The receiving party shall use that information only for the purpose for which it was provided. Information is in any event regarded as confidential if it has been designated as such by either party.
6.2This duty of confidentiality remains in force after the end of the agreement, for as long as the information concerned retains its confidential character.
6.3Findings from security research, risk analyses and assessments are treated by Supplier as confidential and are not shared with third parties, unless Client gives written consent or a statutory duty requires it. Supplier is entitled to use the knowledge and experience gained in anonymised form, not traceable to Client, for its own services and professional development.
6.4During the term of the agreement and for one year after its termination, each party shall only, with the prior written consent of the other party, employ or otherwise have work for it, directly or indirectly, employees of the other party who are or have been involved in the performance of the agreement. Consent is not withheld where appropriate compensation has been offered.
7. Processing of personal data
7.1Insofar as Supplier processes personal data on behalf of Client in the performance of the agreement, Client acts as data controller and Supplier as processor within the meaning of the General Data Protection Regulation (GDPR).
7.2In that case the parties shall conclude a data processing agreement recording at least the subject matter, duration, nature and purpose of the processing, the types of personal data and the categories of data subjects. In the event of any conflict between the data processing agreement and these terms, the data processing agreement prevails.
7.3Supplier processes personal data solely on the instructions and in accordance with the written directions of Client, and takes appropriate technical and organisational measures to protect it against loss or unlawful processing.
7.4Client warrants that the provision of personal data to Supplier is lawful and that the processing is permitted. Client indemnifies Supplier against claims by persons whose personal data are registered or processed in the context of a processing operation maintained by Client or for which Client is responsible by law, unless Client proves that the facts underlying the claim are attributable exclusively to Supplier.
7.5Supplier provides Client with reasonable assistance in relation to data subject requests, the notification of personal data breaches and data protection impact assessments. Insofar as this assistance requires more than minor effort, Supplier is entitled to charge the associated costs.
7.6If Supplier becomes aware of a personal data breach affecting Client, Supplier shall inform Client without undue delay.
8. Retention of title and rights, accession and right of retention
8.1All goods delivered to Client remain the property of Supplier until all amounts owed by Client for the goods delivered or to be delivered or the work performed or to be performed under the agreement, as well as all other amounts owed by Client due to failure to meet the payment obligation, have been paid in full to Supplier.
8.2A Client acting as a reseller may sell and on-deliver all goods subject to Supplier's retention of title insofar as this is customary in the normal course of its business.
8.3If Client forms a new item partly from goods delivered by Supplier, Client forms that item solely for Supplier and holds the newly formed item for Supplier until Client has paid all amounts due under the agreement. Supplier has in that case all rights as owner of the newly formed item until the moment of full payment.
8.4Rights are always granted or transferred to Client on the condition that Client pays the fees agreed for them in full and on time.
8.5Supplier may retain the goods, products, property rights, data, documents, data files and interim results received or generated in the context of the agreement, notwithstanding an existing obligation to hand them over, until Client has paid all amounts owed to Supplier.
9. Risk
9.1The risk of loss, theft or damage to goods, products, software or data that are the subject of the agreement passes to Client at the moment they are brought into the actual control of Client or of an auxiliary person of Client.
10. Intellectual and industrial property rights
10.1All intellectual and industrial property rights in the software, websites, data files, equipment or other materials developed or made available under the agreement, such as analyses, designs, documentation, reports and quotations, as well as preparatory material thereof, vest exclusively in Supplier, its licensors or its suppliers. Client acquires only the rights of use expressly granted under these terms and by law. A right of use accruing to Client is non-exclusive and non-transferable to third parties.
10.2If Supplier, contrary to Article 10.1, is willing to undertake to transfer an intellectual or industrial property right, such an undertaking can only be entered into expressly and in writing. If the parties agree such a transfer, this does not affect Supplier's power to apply and exploit the underlying components, general principles, ideas, designs, documentation, works, programming languages and the like for other purposes without restriction, whether for itself or for third parties. Nor does a transfer affect Supplier's right to undertake developments for itself or for third parties that are similar to those carried out for Client.
10.3Client is not permitted to remove or amend any indication concerning the confidential nature or concerning copyrights, trademarks, trade names or other intellectual or industrial property rights from the software, websites, data files, equipment or materials.
10.4Supplier is permitted to take technical measures to protect the software or with a view to agreed restrictions on the duration of the right of use. Client is not permitted to remove or circumvent such a measure. If security measures result in Client being unable to make a backup copy, Supplier shall make one available on request.
10.5Unless Supplier makes a backup copy available, Client may make one backup copy of the software, to be used solely for protection against involuntary loss of possession or damage. The backup copy may only be installed after involuntary loss of possession or damage. A backup copy must bear the same labels and copyright notices as the original copy, as referred to in Article 10.3.
10.6Supplier indemnifies Client against any legal claim by a third party based on the assertion that software, websites, data files, equipment or other materials developed by Supplier itself infringe an intellectual or industrial property right applicable in the Netherlands, on the condition that Client informs Supplier in writing without delay of the existence and content of the claim and leaves the handling of the matter, including the making of any settlements, entirely to Supplier. Client shall grant the necessary powers of attorney, information and cooperation to that end.
10.7The indemnity in Article 10.6 lapses if the alleged infringement relates to (i) materials made available to Supplier by Client for use, editing, processing or incorporation, or (ii) changes that Client has made, or has had third parties make, to the items delivered, or (iii) use of the items delivered in conjunction with goods or software not supplied by Supplier, or in a manner other than that for which they were developed or intended.
10.8If it is irrevocably established in law that materials developed by Supplier infringe a right belonging to a third party, or if in Supplier's opinion there is a reasonable chance that such an infringement will occur, Supplier shall where possible ensure that Client can continue to use the items delivered, or functionally equivalent materials, without disturbance, for example by adjusting the infringing components or by acquiring a right of use. If in Supplier's opinion this is not possible, or only in a manner that is financially unreasonably onerous for it, Supplier shall take back the items delivered against crediting of the acquisition costs less a reasonable usage fee. Supplier shall not make this choice without consulting Client.
10.9Any other or more extensive liability or indemnity obligation of Supplier for infringement of a third party's intellectual or industrial property rights is excluded.
10.10Client warrants that no third-party rights preclude making available to Supplier equipment, software, material intended for websites (images, text, music, domain names, logos and the like), data files or other materials, for the purpose of use, editing, installation or incorporation. Client indemnifies Supplier against any action based on the assertion that such making available, use, editing, installation or incorporation infringes any third-party right.
11. Cooperation by Client; telecommunications
11.1Client shall always provide Supplier in good time with all information or particulars useful and necessary for proper performance of the agreement and shall give all cooperation, including providing access to its buildings and systems. If Client deploys its own personnel, that personnel shall have the necessary knowledge, experience, capacity and quality.
11.2Client bears the risk of the selection, use and application within its organisation of the equipment, software, websites, data files and other products and materials and of the services to be provided by Supplier, and is responsible for the control and security procedures and for adequate system management.
11.3If Client makes software, websites, materials, data files or data available to Supplier on a data carrier, these shall comply with the specifications prescribed by Supplier.
11.4If Client does not make the necessary data, equipment, software or staff available, or does not do so in good time or in accordance with the arrangements, or otherwise fails to meet its obligations, Supplier has the right to suspend performance in whole or in part and to charge the resulting costs at its customary rates, without prejudice to its other statutory rights.
11.5Where Supplier's staff perform work at Client's premises, Client shall provide free of charge the facilities reasonably desired, such as a workspace with computer and telecommunications facilities. The workspace and facilities shall meet all applicable statutory requirements concerning working conditions. Client shall inform the staff to be deployed in good time of the house and safety rules applicable within its organisation.
11.6Client indemnifies Supplier against claims by third parties, including Supplier's staff, who suffer damage in connection with the performance of the agreement as a result of acts or omissions of Client or of unsafe situations within its organisation.
11.7If telecommunications facilities, including the internet, are used in the performance of the agreement, Client is responsible for their correct selection and their timely and adequate availability, except for facilities under the direct use and management of Supplier. Supplier is not liable for damage or costs due to transmission errors, malfunctions or unavailability of these facilities, unless Client proves that these are the result of intent or wilful recklessness on the part of Supplier.
11.8Supplier is entitled to assign access or identification codes to Client and to change them. Client treats access codes confidentially and with care and discloses them only to authorised members of staff. Supplier is not liable for damage or costs resulting from misuse of access or identification codes, unless that misuse is attributable to Supplier.
12. Delivery periods
12.1All delivery periods stated or agreed by Supplier have been determined to the best of its knowledge on the basis of the information known when entering into the agreement. Supplier makes due efforts to observe agreed periods as far as possible. Periods are never strict deadlines.
12.2The mere exceeding of a stated or agreed period does not place Supplier in default. In all cases, and therefore also where the parties have expressly agreed a final deadline in writing, Supplier is only in default after Client has given it written notice of default granting a reasonable period for performance.
12.3Supplier is not bound by periods that can no longer be met because of circumstances beyond its control arising after the agreement was entered into, nor by periods where the parties have agreed an amendment to the content or scope of the agreement. If any period threatens to be exceeded, the parties shall consult as soon as possible.
13. Warranty and errors
13.1Where these terms refer to “errors”, this means a substantial failure to meet the functional or technical specifications made known in writing by Supplier and, in the case of custom software and websites, the functional or technical specifications expressly agreed between the parties in writing. An error exists only if Client can demonstrate it and if it is reproducible.
13.2Client is obliged to report errors to Supplier in writing without delay after discovery. Supplier will make efforts to remedy reported errors within a reasonable period, but does not guarantee that all errors will be remedied.
13.3With due observance of the other provisions of these terms, Client is entitled to correct errors in software made available to it where this is necessary for the intended use of the software.
13.4Errors are remedied free of charge for three months after delivery, unless the error results from use outside the agreed specifications, from changes made by Client or third parties, from incorrect or incomplete information provided by Client, or from circumstances not attributable to Supplier. In those cases Supplier is entitled to charge the costs of remedy at its customary rates.
13.5Supplier does not warrant that software, websites or delivered solutions will operate without interruption, without errors or without defects, nor that all errors and defects will be corrected.
13.6Security is a continuous process. Supplier does not warrant that the systems, software or measures it has examined, advised on or delivered are free of vulnerabilities, nor that they are resistant to all forms of misuse or attack. An assessment, risk analysis or penetration test reflects the situation encountered at that moment and constitutes no warranty for the period thereafter.
14. Liability
14.1Supplier's total liability for an attributable failure in the performance of the agreement, in tort or on any other ground, is limited to compensation of direct damage up to a maximum of the price agreed for that agreement, excluding VAT. If the agreement is a continuing performance contract with a term of more than one year, the agreed price is set at the total of the fees agreed for one year, calculated over the twelve months preceding the event that caused the damage.
14.2Direct damage means exclusively: the reasonable costs of establishing the cause and extent of the damage; the reasonable costs of bringing Supplier's performance into line with the agreement, insofar as these can be attributed to Supplier; and the reasonable costs of preventing or limiting damage, insofar as Client demonstrates that these costs led to a limitation of direct damage.
14.3Supplier's liability for indirect damage is excluded. This includes in any event: consequential damage, lost profits, lost savings, loss of turnover, reduced goodwill, reputational damage, damage due to business interruption or loss of production, damage relating to the use of goods or software prescribed to Supplier by Client, and damage due to loss, corruption or loss of integrity of data.
14.4Insofar as Supplier's liability insurance pays out a higher amount in a particular case than the maximum referred to in Article 14.1, liability is limited to that amount paid out, increased by the deductible.
14.5The limitations and exclusions of liability set out in this article lapse if and to the extent that the damage results from intent or wilful recklessness on the part of Supplier or its management, or if mandatory law precludes the limitation.
14.6Supplier's liability arises only if Client gives Supplier proper written notice of default without delay, granting a reasonable period to remedy the failure, and Supplier continues to fail attributably after that period. The notice of default shall contain as complete and detailed a description of the failure as possible.
14.7Any claim for damages against Supplier lapses by the mere expiry of twelve months after the claim arose, unless Client has brought legal proceedings before that period expires.
14.8Client indemnifies Supplier against third-party claims relating to or arising from the performance of the agreement, insofar as those claims exceed the limitations set out in this article and are not the result of intent or wilful recklessness on the part of Supplier.
14.9The provisions of this article and of the other articles of these terms limiting Supplier's liability also apply for the benefit of all natural and legal persons engaged by Supplier in the performance of the agreement.
15. Termination of the agreement
15.1Each party has the power to terminate the agreement only if the other party, in all cases after a proper and as detailed as possible written notice of default granting a reasonable period for remedying the shortcoming, attributably fails to perform material obligations under the agreement.
15.2If an agreement which by its nature and content does not end by completion has been entered into for an indefinite period, it may be terminated by each party by written notice, after proper consultation and stating reasons. If no express notice period has been agreed, a reasonable period must be observed. The parties shall never be obliged to pay any compensation on account of termination by notice.
15.3Contrary to what the law provides in this respect by way of non-mandatory law, Client may terminate an agreement for services only in the cases governed by these terms.
15.4Each party may terminate the agreement in whole or in part in writing with immediate effect and without notice of default if the other party is granted a suspension of payments, whether or not provisional, if bankruptcy is applied for in respect of the other party, or if the other party's business is liquidated or wound up other than for the purpose of reconstruction or merger. Supplier is never obliged on account of such termination to refund monies already received or to pay compensation. In the event of Client's bankruptcy, the right to use software made available to Client lapses by operation of law.
15.5If, at the time of termination as referred to in Article 15.1, Client has already received performance under the agreement, that performance and the related payment obligation shall not be subject to reversal, unless Client proves that Supplier is in default in respect of that performance. Amounts invoiced by Supplier before the termination in connection with what it has already properly performed or delivered remain fully due and become immediately payable at the moment of termination.
15.6Provisions which by their nature are intended to survive the end of the agreement, including Articles 6, 7, 10 and 14, remain in force after termination.
16. Applicable law and disputes
16.1All legal relationships to which Supplier is a party are governed exclusively by Dutch law, even if an obligation is performed wholly or partly abroad or if the party involved is domiciled there. The applicability of the Vienna Sales Convention is excluded.
16.2The parties shall only appeal to the courts after they have made every effort to settle a dispute by mutual consultation.
16.3The court in Supplier's place of business has exclusive jurisdiction to hear disputes, unless mandatory law provides otherwise. Nevertheless, Supplier has the right to submit a dispute to the court having jurisdiction under the law.
Questions about these terms? Get in touch via info@jmnl.nl or the contact form.