Terms & Conditions

Version 1.0 · Last Updated: September 2026

These Professional Services Terms and Conditions ("Terms") apply to any agreement between Kevreañ and its contracting party ("Client").

These Terms form part of the Agreement between the parties, together with the applicable Quote. The Quote sets out the specific Services, fees and timeline.

1. Definitions

• 'Agreement': these Terms together with the applicable Quote signed by both parties.
• 'Business Day': any day from Monday to Friday, 09:00–18:00 CET/CEST, excluding official Dutch public holidays.
• 'Change Order': any material change to the scope, Deliverables or timeline requires a Change Order, agreed in writing by both parties before Kevreañ proceeds with additional work. Change Orders may affect fees and timelines.
• 'Client': the sole trader or business to whom a quotation is addressed, or from whom Kevreañ has accepted an assignment, and with whom Kevreañ has entered into an Agreement for the provision of services, as set out in the Quote.
• 'Deliverables': the work products produced by Kevreañ as specified in the Quote.
• 'Effective Date': the date on which both parties have signed the Quote.
• 'Kevreañ': a sole proprietorship (eenmanszaak) registered in the Netherlands under Chamber of Commerce (KVK) number 42146877, VAT number NL005536432B18, with its registered office at Marcus Aureliuslaan 22, 2493 ZW, The Hague, Netherlands.
• 'Material change': a change to the Quote which, in any event, includes the addition of 20% of the agreed time as set out in the Quote.
• 'Pre-Existing IP': the formulas, plans, ideas, procedures, methods, systems, processes, concepts, principles, discoveries, devices, explanations, techniques, results, inventions and related know-how, designs, trade marks, service marks, trade secrets, photographs, illustrations and other proprietary information developed and owned by Kevreañ, including any trade mark rights and copyright in the provision of the Services (tools, methodologies, templates, frameworks and intellectual property owned by Kevreañ prior to or independently of a Project).
• 'Project': the overall engagement as defined in the Quote.
• 'Quote': the written proposal, statement of work or service order agreed upon by Kevreañ and the Client.
• 'Services': the professional services described in the Quote and governed by these Terms.

2. General Terms

2.1 Scope of Services

Kevreañ will provide the Services described in the Quote. No Services outside the scope of the Quote will be performed without a duly executed Change Order. Kevreañ's obligations are conditional upon the Client's substantial compliance with its own obligations.

2.2 Fees

Fees are non-refundable unless otherwise stated in the Quote. All fees are denominated in euros (EUR) and exclude VAT/BTW.

2.3 Platform Independence

Kevreañ's Services may involve Celigo integrator.io, n8n, or other integration platforms agreed upon by the parties. Kevreañ does not resell or licence any third-party platforms. The Client is responsible for obtaining and maintaining all required third-party licences.

3. Resourcing Model

Kevreañ operates as a sole-practitioner consultancy. The Consultant (Alexandre Serre) is personally involved in all Projects. Kevreañ is available during CET/CEST business hours: Monday to Friday, 09:00–18:00, excluding official Dutch public holidays. Where a Project requires specialised subcontracting, this will be disclosed to the Client in advance.

4. Roles & Responsibilities

4.1 Kevreañ

Consultant (Alexandre Serre): Responsible for discovery, documentation, design, implementation, testing coordination, and delivery of Deliverables.

4.2 Client

Project/Programme Manager: Responsible for coordinating internal resources and open items with Kevreañ.

System Administrators & IT: Responsible for providing technical access to systems and environments.

Key Business Stakeholders: Responsible for identifying objectives, providing timely decisions, and signing off on Deliverables.

5. General Service Assumptions

1. Project requirements have been adequately defined and will remain substantially unchanged throughout the Project.
2. Both parties will adhere to mutually agreed project timelines.
3. The Client is responsible for timely decision-making and task completion.
4. The Client will provide all necessary access to individuals, systems and tools.
5. A Change Order may be required for material changes to the scope, deliverables, timing, or unanticipated circumstances.
6. The Client is fully responsible for all data migration and data management, both during and after the project's completion.
7. The Client is responsible for provisioning access to all required environments, including sandbox and production.
8. Any interruption or failure to provide requested information or access lasting more than 30 consecutive calendar days may necessitate a Change Order and an adjustment to the timeline.

6. Services Delivery & Acceptance

Upon completion of all Services, Kevreañ shall provide written notice ("Completion Notice"). The Client shall have seven (7) calendar days to provide written details of any Services not completed as described in the Quote. In the absence of timely written notice of deficient Services, the Services shall be deemed complete and accepted.

7. Change Orders

Any material change to the scope, Deliverables or timeline requires a Change Order, agreed in writing by both parties before Kevreañ proceeds with additional work. Change Orders may affect fees and timelines.

8. Integration Implementation – Time & Materials

8.1 Description

Kevreañ will design and implement integration flows between specified systems and platforms, as defined in the Quote. Should any other intellectual property rights arise in this context, they shall immediately form part of the Pre-Existing IP and, in that case, the provisions in these General Terms and Conditions relating to the Pre-Existing IP shall also apply to the newly created IP rights.

8.2 Billing

Kevreañ invoices for all hours worked at the rate specified in the Quote. All tasks are billable — including requirements gathering, design, development, testing, coordination and client meetings — unless otherwise stated. The Quote contains an estimate only.

Once the Project is active, Kevreañ reserves a minimum capacity of 2 hours per week for Project-related work (including status updates, coordination and standby availability). This reserved capacity is billed regardless of the actual hours worked. If the Project is placed on hold at the Client's request, the minimum billing does not apply for the duration of the hold.

Deposit: Upon signing the Quote, the Client shall pay a deposit equivalent to ten (10) hours at the rate specified in the Quote. This deposit will be applied to the first invoice following the Kick-Off. If the Client fails to initiate the Kick-Off within three (3) calendar months of the Effective Date, the deposit will be forfeited and no refund will be issued. If Kevreañ is unable to commence the Project within the same period, the deposit will be refunded in full.

8.3 Project Schedule

Kevreañ will initiate contact within one (1) week of the Effective Date. The Kick-Off must take place within three (3) calendar months of the Effective Date. If the Client fails to initiate the Kick-Off within this period for any reason attributable to the Client, the deposit paid upon signature shall be forfeited and no refund or credit will be issued. Kevreañ will make reasonable efforts to reschedule the Kick-Off if the Client requests this in writing at least two (2) weeks before the deadline.

8.4 Activities

Kick-Off: Official start. Both parties agree on the scope, timeline, communication plan and access requirements.

Requirements & Design Sessions: Discovery sessions resulting in an Integration Design Specification covering data flows, endpoints, field mappings, business rules and assumptions.

Development: Commences once the Integration Design Specification has been mutually approved and all system access has been granted.

User Acceptance Testing (UAT): The Client is responsible for all UAT activities. Kevreañ supports the Client's readiness for testing. Issues outside the scope may require a Change Order.

Go-Live & Post-Go-Live Support: Kevreañ supports production deployment and stability. Unless otherwise specified in the Quote, a two (2) week Hypercare period is included following Go-Live, during which Kevreañ monitors stability and addresses critical issues. All Hypercare activities are subject to the remaining allocated hours.

9. Integration Implementation – Fixed Fee

The activities in Section 8 apply to Fixed Fee engagements, with the following additions:

• The fixed fee covers only the scope defined in the Quote. Change requests are billed at the T&M rate via a Change Order.
• If cumulative change requests exceed 25% of the original estimated effort, Kevreañ may propose converting to a T&M engagement.
• Approved Change Orders must be signed before work begins.

10. Support Package (Retainer)

10.1 Description

A fixed number of hours per month for ongoing integration support, as specified in the Quote. Not a replacement for the Client's resources.

10.2 In Scope

• Configuration updates to existing integration flows
• Error resolution and troubleshooting
• Flow monitoring and incident response
• Integration guidance and advisory
• Progressive and corrective maintenance
• Sandbox-to-production environment management

10.3 Out of Scope

• Implementation of new integration flows (requires a separate Quote)
• Migration, creation, or bulk deletion of Client data
• Third-party platform licence management
• Training programmes or certifications

10.4 Response Time SLA

• Acknowledgement: Kevreañ will acknowledge support requests within one (1) next business day (NBD), during CET/CEST business hours (Monday–Friday, 09:00–18:00, excluding Dutch public holidays).
• Resolution target: Three (3) business days for routine issues. Critical production incidents (integration completely down, risk of data loss) are prioritised on a best-effort basis and communicated within the same NBD acknowledgement.
• The SLA applies exclusively during active retainer periods and does not apply to out-of-scope requests or Change Orders.

10.5 Retainer Terms

Retainers are offered in two configurations, as specified in the Quote:

Type A — Rolling Monthly Retainer: Begins on the date specified in the Quote and renews automatically at the end of each calendar month. Either party may terminate by giving 30 days' written notice before the desired end date. The termination provisions of Section 20 apply.

Type B — Fixed-Term Retainer: Valid for the duration explicitly stated in the Quote (e.g., 3 or 6 months). It does not auto-renew. To continue the engagement beyond the end date, the Client must notify Kevreañ in writing at least 14 days before the end date. If no renewal notice is received, the retainer expires automatically with no further obligation on either party. Early termination of a Fixed-Term Retainer requires 30 days' written notice; the Client remains liable for all fees accrued up to the effective date of termination.

In both cases:

• Unused hours expire at the end of each calendar month and are not carried over or refunded. All retainer activities consume the monthly allotted hours as defined in Section 10.2.
• First month pro-rata: If the retainer commences on a date other than the first calendar day of the month, the first invoice will be prorated based on the number of remaining calendar days in that month. Full monthly invoicing commences on the first working day of the following month.

11. Integration Audit

Kevreañ conducts an audit of the Client's existing integration environment covering: error notifications, recommendations for issue resolution, an assessment of best practices, and a flow review.

Deliverable: Audit Readout document detailing findings, risks and optimisation recommendations.

Project Schedule: Kick-off within one (1) month of the Effective Date; not to exceed four (4) weeks after the Kick-off.

Billing: Unless otherwise specified in the Quote, Integration Audit engagements are invoiced in full (100%) upon signature.

Note: No configuration changes are made during the Audit. Remediation work requires a separate engagement.

12. Integration Fix

Kevreañ will diagnose and resolve one (1) broken or malfunctioning integration flow, as specified in the Quote.

Project Schedule: Kick-Off within one (1) month; not to exceed four (4) weeks after Kick-Off.

Billing: Unless otherwise specified in the Quote, Integration Fix engagements are invoiced in full (100%) upon signature.

Note: A single Integration Fix covers one (1) flow only. Additional flows or root causes outside the scope require a Change Order or a separate Quote.

13. Fees, Invoicing & Payment

13.1 Currency

All fees are invoiced in euros (EUR), exclusive of VAT/BTW.

13.2 Invoicing Schedule

13.3 Payment Terms

Payment is due within 30 days of the invoice date, in accordance with EU Directive 2011/7/EU on combating late payment in commercial transactions, as transposed into Dutch law (Article 6:119a of the Civil Code).

13.4 Interest on Late Payment

In the event of late payment, Kevreañ reserves the right to charge statutory commercial interest (wettelijke handelsrente) under Article 6:119a of the Civil Code from the due date until full payment has been made, without further notice being required.

13.5 Extrajudicial Collection Costs

In the event of late payment, Kevreañ reserves the right to charge statutory extrajudicial collection costs (incassokosten) in accordance with the Dutch Wet Incassokosten (WIK).

13.6 Annual Rate Revision

Kevreañ reserves the right to revise its rates once per calendar year, with effect from 1 January of the following year. Rate revisions will be indexed to the CBS Consumer Price Index (CPI) for the Netherlands as published by Statistics Netherlands (Centraal Bureau voor de Statistiek). A higher adjustment may be proposed if mutually agreed upon in writing.

This clause applies to rates for new Quotations and ongoing Time & Materials or Retainer engagements. Rates for Fixed-Fee Projects already covered by a signed Quotation remain unchanged for the duration of that Quotation.

Kevreañ will notify the Client of any rate revision at least 60 days before the effective date. If the Client does not accept the revised rates, either party may terminate the affected Services upon 30 days' written notice without penalty.

13.7 Suspension for Non-Payment

Kevreañ may suspend Services if payment is not received within 14 days after the due date, without prejudice to any other remedies under Dutch law.

14. VAT / BTW

EU B2B Clients (outside the Netherlands): Subject to the reverse charge mechanism under Article 44 of the EU VAT Directive 2006/112/EC. The invoice will state: "VAT reverse charged — Article 44 EU VAT Directive." The Client is responsible for self-assessment in their jurisdiction.

Dutch Clients: Subject to Dutch BTW at the applicable rate, itemised on each invoice.

Non-EU Clients: Generally not subject to Dutch BTW; the applicable treatment is determined in accordance with Dutch tax law.

15. Intellectual Property / Provisions regarding Pre-Existing IP

15.1 Deliverables

Kevreañ assigns to the Client the rights in Deliverables as follows:

Fixed Fee engagements: upon receipt of the final payment due under the applicable Quote.

Time & Materials engagements: progressively, as each invoice is paid in full. Rights in Deliverables produced during a given billing period are transferred upon payment of the corresponding invoice. Deliverables remain Kevreañ's property until the invoice covering their production is paid.

15.2 Pre-Existing IP

All Pre-Existing IP remains Kevreañ's exclusive property. Where incorporated into Deliverables, Kevreañ grants a non-exclusive, non-transferable, royalty-free licence to use Pre-Existing IP solely in connection with the Deliverables.

The Client therefore agrees to the following:

1. The Client shall have no right, claim or other interest in the Pre-Existing IP;
2. The Client shall not use the Pre-Existing IP for its own commercial purposes;
3. The Client shall not use the Pre-Existing IP for any purpose within its organisation, unless the Client has a licence agreement with Kevreañ. This provision applies to all employees of the Client;
4. The Client may not sell, resell, (sub-)license, rent, lease, lend, distribute or otherwise make the Pre-Existing IP available to other persons or entities outside the Client's company or organisation;
5. The Client may not copy, share or duplicate the Pre-Existing IP outside the Client's company or organisation for any purpose without the express prior written consent of Kevreañ.

15.3 Breach

In the event of a breach of the provisions of this clause, the Client shall owe Kevreañ an immediately payable penalty of €5,000 per breach and €500 for each day that the breach continues. Instead of a penalty, Kevreañ may also opt for full compensation, to the extent that this amount exceeds the forfeited penalty. Any damage as referred to in this clause must be reported to Kevreañ in writing as soon as possible, but in any event within thirty (30) days of its occurrence.

15.4 Miscellaneous

All obligations in article 15 shall remain in force after the termination of the agreement.

If confidential information relating to the Services and/or Pre-Existing IP is shared, the parties are obliged to maintain confidentiality regarding all confidential information that they have obtained from each other or from another source in the context of the agreement and/or the Services. Information is considered confidential if this has been designated as such by the other party or if this arises from the nature of the information.

Third-Party IP: The Client is responsible for obtaining all necessary licences for third-party software or platforms required to use the Deliverables.

16. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party and to use it solely for the purposes of the Agreement.

Exceptions: Information that is publicly known, already known to the receiving party, received from a third party without restriction, or required to be disclosed by law.

Duration: Confidentiality obligations survive termination for three (3) years.

17. Data Protection (GDPR / AVG)

17.1 Roles

When Kevreañ accesses the Client's systems to deliver Services, Kevreañ acts as data processor and the Client as data controller (EU Reg. 2016/679 / GDPR, AVG). For Kevreañ's own business purposes (billing, contact management), Kevreañ acts as an independent data controller.

17.2 Data Processing Agreement (DPA)

Where Kevreañ acts as a data processor, the parties shall enter into a DPA in accordance with Article 28 of the GDPR/AVG. Kevreañ's standard DPA is available on request. Processing is limited to the minimum necessary for the provision of the Services.

17.3 Sub-Processors

Kevreañ maintains a list of authorised sub-processors used in connection with the Services (e.g., cloud hosting providers). The current list is available to the Client upon written request. By signing the Agreement, the Client grants general authorisation for the sub-processors listed at the time of signature.

Sub-processors may include AI-assisted tools and cloud-based language model services (e.g., Anthropic Claude) used for technical analysis, assisted drafting and productivity tasks. No personal data belonging to the Client will be submitted to any cloud-based AI tool unless the applicable Quote includes a signed Data Processing Addendum (DPA) governing such use.

Where AI models run entirely on Kevreañ's own local infrastructure without external data transmission, no DPA is required.

Kevreañ will notify the Client in writing at least 14 days before engaging any new sub-processor or replacing an existing one. The Client may object in writing within that period. If the parties cannot resolve the objection, either party may terminate the affected Service upon 30 days' written notice without penalty, in accordance with Article 28(2) of the GDPR.

17.4 Security

Kevreañ implements appropriate technical and organisational measures in accordance with Article 32 of the GDPR/AVG.

17.5 Data Breach Notification

Kevreañ will notify the Client within 72 hours of becoming aware of any personal data breach affecting the Client's data (Article 33 of the GDPR/AVG).

18. Limitation of Liability

Cap: Kevreañ's total aggregate liability shall not exceed the total fees invoiced and paid under the relevant Quote during the twelve (12) months preceding the claim.

Exclusions: Neither party is liable for indirect, consequential, incidental or punitive damages, including loss of profits, loss of data or business interruption.

19. Indemnification

Each party ("Indemnifying Party") shall indemnify, defend and hold harmless the other party and its representatives against any third-party claims, damages, losses and reasonable legal expenses arising from:

(a) Kevreañ's obligations: any claim that Kevreañ's Pre-Existing IP incorporated into the Deliverables infringes a third party's intellectual property rights, or any claim arising from Kevreañ's gross negligence or wilful misconduct in the performance of the Services.

(b) The Client's obligations: any claim arising from materials, data or instructions provided by the Client that infringe third-party intellectual property rights, or from the Client's use of the Deliverables beyond the scope permitted under this Agreement.

Each party's indemnification obligations are subject to: (i) prompt written notice of the claim by the indemnified party; (ii) the indemnifying party having sole control of the defence and any settlement; and (iii) reasonable cooperation by the indemnified party at the indemnifying party's expense. Neither party shall settle any claim that imposes obligations or liability on the other party without that party's prior written consent.

Indemnification obligations under this Section 19 are subject to the liability cap set out in Section 18, except for the exclusions expressly listed therein.

20. Termination

Kevreañ is entitled to suspend the provision of the Services and/or to terminate the agreement relating to the Services with immediate effect in writing if the Client fails to fulfil its obligations, including – but not limited to – failing to provide, or failing to provide in a timely or complete manner, information, documents, explanations, approvals or instructions necessary for the proper performance of the Services.

A breach as referred to in paragraph 1 shall in any event be deemed to have occurred if the Client, after having been requested to do so by Kevreañ at least three times in writing and with reasons given, fails to respond or to provide sufficient cooperation within the reasonable period set by Kevreañ.

In such a case, Kevreañ shall not be obliged to continue the assignment so long as the necessary cooperation from the Client is lacking, and shall be entitled to terminate the Services without being liable for damages.

Termination pursuant to this clause shall not affect Kevreañ's right to remuneration for work already performed, costs incurred and any advances due, all to the extent permitted by law and the contract.

Upon termination, Kevreañ shall, as far as reasonably possible, cooperate reasonably in the handover of ongoing matters and relevant case files, provided that the Client has fulfilled all outstanding obligations.

For convenience: Either party may terminate an ongoing Service (except Fixed-Fee Projects once development has commenced) upon 30 days' written notice. For Support Package retainers, the rules on termination depend on the retainer type (Rolling Monthly or Fixed-Term) as defined in Section 10.5.

For cause: Either party may terminate the Agreement with immediate effect if the other party (a) materially breaches the Agreement and fails to remedy the breach within 14 days of receiving written notice, or (b) becomes insolvent or ceases to carry on business.

Effect: Upon termination: (a) all fees for Services delivered become immediately due; (b) each party shall return or destroy the other party's Confidential Information upon request; (c) the Client is responsible for extracting its data from any systems accessed by Kevreañ.

21. Force Majeure

Neither party shall be liable for any failure or delay caused by circumstances beyond its reasonable control (acts of God, governmental actions, pandemics, internet outages, etc.) in accordance with Article 6:75 of the Civil Code. The affected party shall notify the other party promptly. If a Force Majeure event continues for more than sixty (60) consecutive calendar days, either party may terminate the affected Services upon written notice, without penalty and without prejudice to any fees due for Services already performed prior to the Force Majeure event.

22. Dispute Resolution & Governing Law

22.1 Negotiation

In the event of a dispute arising from or in connection with this Agreement, the parties shall first attempt to resolve the matter through good-faith negotiation within 30 days of written notice of the dispute.

22.2 Governing Law & Jurisdiction

These Terms are governed by the laws of the Netherlands (Burgerlijk Wetboek). Disputes not resolved through the process set out above shall be submitted to the exclusive jurisdiction of the competent courts of The Hague (Den Haag), the Netherlands, without prejudice to either party's right to seek urgent interim relief at any time.

23. Professional Insurance

Kevreañ maintains professional liability insurance (beroepsaansprakelijkheid). Proof of current cover is available upon written request prior to or during the term of any Agreement.

24. General Provisions

• Entire Agreement: These Terms and the applicable Quote constitute the entire agreement and supersede all prior agreements regarding the Services.
• Amendments: No amendment is valid unless made in writing and signed by authorised representatives of both parties.
• Severability: If any provision is held to be invalid, the remaining provisions shall remain in full force and effect.
• Waiver: No waiver shall be effective unless made in writing.
• Assignment: Neither party may assign, transfer or subcontract any rights or obligations under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed. Any purported assignment without such consent shall be null and void.
• Independent Contractor: Kevreañ provides Services as an independent contractor. No employment relationship, partnership or joint venture is created.
• Notices: All notices shall be in writing and delivered by email to the addresses specified in the Quote. Email notices are deemed to have been received on the date of transmission if sent before 18:00 CET/CEST on a Business Day, and on the next Business Day otherwise.

Kevreañ — Marcus Aureliuslaan 22, 2493ZW, The Hague, Netherlands Chamber of Commerce (KVK): 42146877 · VAT: NL005536432B18 · IBAN: NL48 KNAB 0800 7789 52 Version 1.0 — September 2026