Terms & Conditions

Version 1.0 · Last Updated: August 2026

These Professional Services Terms and Conditions ("Terms") govern the provision of services by Kevreañ, a sole proprietorship (eenmanszaak) registered in the Netherlands under KVK number 42146877, VAT/BTW number [to be added], with registered address at Marcus Aureliuslaan 22, 2493ZW, The Hague, Netherlands ("Kevreañ"). By engaging Kevreañ's services and signing a Quote, the client ("Client") agrees to be bound by these Terms. The applicable Quote defines the specific Services, fees, and timeline.

1. Definitions

• "Agreement" — these Terms together with the applicable Quote signed by both parties.
• "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.
• "Project" — the overall engagement as defined in the Quote.
• "Deliverables" — the work products produced by Kevreañ as specified in the Quote.
• "Business Day" — any day from Monday to Friday, 09:00–18:00 CET/CEST, excluding official Dutch public holidays.
• "Change Order" — a written document executed by both parties to modify the scope, timeline, or fees of a Project.
• "Effective Date" — the date on which both parties have signed the Quote.
• "Pre-Existing IP" — tools, methodologies, templates, frameworks, and intellectual property owned by Kevreañ prior to or independently of a Project.

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 conditioned 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 are exclusive of 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 license any third-party platforms. The Client is responsible for obtaining and maintaining all required third-party licenses.

3. Resourcing Model

Kevreañ operates as a sole-practitioner consultancy. The Consultant (Alexandre Serre) is personally engaged 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 specialized sub-contracting, 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/Program 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 Services 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 in scope, Deliverables, timing, or unanticipated circumstances.
6. The Client is fully responsible for all data migration and data management, both during and after Project closure.
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 exceeding 30 consecutive calendar days may necessitate a Change Order and timeline adjustment.

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. Absent timely written notice of deficient Services, the Services shall be deemed complete and accepted.

7. Change Orders

Any material change in 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.

8.2 Billing

Kevreañ invoices for all hours incurred 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 actual hours consumed. 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 signature of the Quote, the Client shall pay a deposit equivalent to ten (10) hours at the rate specified in the Quote. This deposit is applied to the first invoice following Kick-Off. If the Client fails to initiate Kick-Off within three (3) calendar months of the Effective Date, the deposit is 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. Kick-Off must occur within three (3) calendar months of the Effective Date. If the Client fails to initiate Kick-Off within this period for any reason attributable to the Client, the deposit paid at signature shall be forfeited and no refund or credit will be issued. Kevreañ will make reasonable efforts to reschedule Kick-Off if the Client requests it in writing at least two (2) weeks before the deadline.

8.4 Activities

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

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

Development: Commences once the Integration Design Specification is 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 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 remaining allotted 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 Client 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 license management
• Training programs 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 fully down, data loss risk) are prioritized on a best-effort basis and communicated within the same NBD acknowledgement.
• 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: Starts on the date specified in the Quote and renews automatically at the end of each calendar month. Either party may terminate by providing 30 days' written notice before the desired end date. 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 from 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 termination date.

In both cases:

• Unused hours expire at the end of each calendar month and are not carried over or refunded.
• All retainer activities consume 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 business day of the following month.

11. Integration Audit

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

Deliverable: Audit Readout document with findings, risks, and optimization recommendations.

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

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

Note: A single Integration Fix covers one (1) flow only. Additional flows or out-of-scope root causes require a Change Order or 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 under Dutch law (Article 6:119a Burgerlijk Wetboek).

13.4 Late Payment Interest

In the event of late payment, Kevreañ reserves the right to charge statutory commercial interest (wettelijke handelsrente) under Article 6:119a BW from the due date until full payment, 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 Quotes and ongoing Time & Materials or Retainer engagements. Rates for Fixed Fee Projects already under a signed Quote remain unchanged for the duration of that Quote.

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 beyond 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 EU VAT Directive 2006/112/EC. Invoice will state: "VAT reverse charged — Article 44 EU VAT Directive." The Client is responsible for self-accounting in their jurisdiction.

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

Non-EU Clients: Generally not subject to Dutch BTW; applicable treatment applied per Dutch tax law.

15. Intellectual Property

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 transfer upon payment of the corresponding invoice. Deliverables remain Kevreañ's property until the invoice covering their production is paid.

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 license to use Pre-Existing IP solely in connection with the Deliverables.

Third-Party IP: The Client is responsible for obtaining all necessary licenses 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 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, Dutch AVG).
• For Kevreañ's own business purposes (billing, contact management), Kevreañ acts as independent data controller.

17.2 Data Processing Agreement (DPA)

Where Kevreañ acts as data processor, the parties shall enter into a DPA per Article 28 GDPR. Kevreañ's standard DPA is available upon request. Processing is limited to the minimum necessary for Service delivery.

17.3 Sub-Processors

Kevreañ maintains a list of authorized 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 authorization 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 requirement applies.

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) GDPR.

17.4 Security

Kevreañ implements appropriate technical and organizational measures per Article 32 GDPR.

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 GDPR).

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.

Exceptions: Nothing in these Terms limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) intentional misconduct or conscious recklessness (opzet of bewuste roekeloosheid), in accordance with Dutch law and consistent with Saladin/HBU jurisprudence; or (d) any other liability that cannot be lawfully excluded under Dutch law.

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 in 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) 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 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 defense 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

Deemed Abandonment: If the Client fails to respond to Kevreañ's written solicitations for a period of three (3) consecutive calendar months, the Project shall be deemed abandoned. Kevreañ will issue a formal written notice of abandonment. All fees invoiced and paid prior to abandonment are forfeited and no refund will be issued. Resuming the Project after abandonment requires a new Quote.

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, termination rules depend on the retainer type (Rolling Monthly or Fixed-Term) as defined in Section 10.5.

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

Effect: Upon termination: (a) all fees for delivered Services are immediately due; (b) each party returns or destroys the other'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 is liable for failure or delay caused by circumstances beyond its reasonable control (acts of God, governmental actions, pandemics, internet outages, etc.) per Article 6:75 Burgerlijk Wetboek. 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 Mediation

If the dispute is not resolved through negotiation, either party may refer the matter to mediation through the Nederlands Mediation Instituut (NMI) before initiating legal proceedings. Mediation shall be conducted in accordance with the NMI Mediation Rules in force at the time of the dispute. The language of mediation shall be English or Dutch, as mutually agreed.

Only if mediation fails or a party refuses to participate may either party submit the dispute to the competent courts as specified in Section 22.3.

22.3 Governing Law & Jurisdiction

These Terms are governed by the laws of the Netherlands (Burgerlijk Wetboek). Disputes not resolved through the process 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) with coverage of at least [to be added] per claim. Proof of current coverage 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 authorized representatives of both parties.
• Severability: If any provision is held invalid, the remaining provisions continue in full force.
• Waiver: No waiver is effective unless made in writing.
• Assignment: Neither party may assign, transfer, or sub-contract 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, delivered by email to the addresses specified in the Quote. Email notices are deemed received on the date of transmission if sent before 17:00 CET/CEST on a Business Day, and on the next Business Day otherwise.

Kevreañ — Marcus Aureliuslaan 22, 2493ZW, The Hague, Netherlands KVK: 42146877 · BTW: [to be added] · IBAN: [to be added] Version 1.0 — August 2026