Terms and conditions

Gridware B.V.
Last Updated: 2026-04-08

These Terms and Conditions (“Terms”) govern all services provided by Gridware B.V., located at Emile Hullebroeckstraat 1A, 3543BZ Utrecht, The Netherlands (“Gridware”, “we”, “our”, “us”).
By entering into any agreement, proposal, or service arrangement with us (“Client”, “you”), you agree to be bound by these Terms.

1. Definitions

  • Agreement: The contract between Gridware and the Client, including these Terms and any proposals or statements of work.
  • Services: All consultancy, data engineering, data analytics, software development, API access, support, and related services offered by Gridware.
  • Deliverables: Reports, datasets, analyses, software, dashboards, models, scripts, or documentation produced during the provision of Services.
  • Client Data: All data or information the Client provides to Gridware for processing or use.
  • Confidential Information: All business, technical, or proprietary information shared between parties.

2. Applicability

These Terms apply to all offers, proposals, agreements, and Services unless expressly agreed otherwise in writing.
Client terms and conditions do not apply unless accepted by Gridware in writing.

3. Scope of Services

Gridware provides Services as defined in the accepted proposal, quotation, or statement of work.
All timelines, deliverables, and responsibilities are defined in the Agreement.
Any additional or changed work is considered out-of-scope and may incur additional fees.

4. Client Responsibilities

The Client shall:

  • Provide accurate, complete, and lawful data.
  • Ensure it has legal rights to all Client Data shared with Gridware.
  • Collaborate reasonably during the project (e.g., access to staff, systems, and documentation).
  • Not provide harmful, illegal, or infringing content.

Gridware is not responsible for delays or issues caused by incomplete or incorrect Client Data or lack of cooperation.

5. Fees and Payment

  • Fees are listed in the proposal, quotation, or invoice.
  • Prices are exclusive of VAT and other applicable taxes.
  • Payment terms are 30 days from the invoice date unless stated otherwise.
  • Late payments may incur statutory interest under Dutch law.
  • Gridware may suspend Services if invoices remain unpaid after reminders.

6. Intellectual Property Rights

6.1 Client IP

The Client retains ownership of all Client Data.

6.2 Gridware IP

Gridware retains ownership of:

  • methodologies,
  • algorithms,
  • templates,
  • software,
  • tools,
  • pre-existing materials,
  • and all proprietary IP used to deliver Services.

6.3 Deliverables

Unless explicitly transferred in writing:

  • Deliverables are licensed to the Client for internal business use only.
  • Deliverables may not be redistributed, resold, or published without written permission.
  • Source code or internal tooling is not transferred unless agreed in writing.

7. Data Protection & GDPR

Gridware complies with the General Data Protection Regulation (GDPR) and Dutch privacy laws.

Where personal data is processed:

  • The Client is typically the Data Controller,
  • Gridware acts as a Data Processor.

A separate Data Processing Agreement (DPA) will be provided when relevant.

Gridware implements appropriate technical and organisational measures to protect personal data.

8. Confidentiality

Both parties agree to keep all Confidential Information strictly confidential and use it only for the purposes of the Agreement.
This obligation continues after termination of the Agreement.

9. Warranties

Gridware will deliver Services with reasonable skill and care consistent with industry standards.

Gridware does not guarantee:

  • specific business outcomes,
  • uninterrupted service availability,
  • that Deliverables will be error-free or fit for a particular purpose unless explicitly agreed.

10. Liability

To the maximum extent permitted by Dutch law:

  • Gridware is not liable for indirect, incidental, or consequential damages, including loss of profit, loss of data, business interruption, or reputational damage.
  • Gridware’s total liability for any claim arising from the Agreement is limited to the total amount paid by the Client in the preceding 12 months.

Nothing in these Terms limits liability for:

  • intent (opzet) or wilful recklessness (bewuste roekeloosheid),
  • fraud,
  • or any liability that cannot be limited under Dutch law.

11. Third-Party Services

If Gridware integrates or depends on third-party tools or platforms (e.g., cloud services, analytics tools), Gridware is not responsible for:

  • unavailability,
  • errors,
  • outages,
  • or data loss caused by third parties.

The Client is responsible for any required third-party licences unless agreed otherwise.

12. Amendments and Change Requests

Changes to the scope or requirements must be agreed in writing and may impact:

  • timeline,
  • fees,
  • or deliverables.

Gridware will not perform out-of-scope work without written approval.

13. Term and Termination

Either party may terminate:

  • with 30 days written notice, or
  • immediately in case of material breach not resolved within 14 days of notice.

Upon termination:

  • all outstanding fees become immediately due,
  • Client Data will be returned or deleted in accordance with GDPR and the DPA,
  • licences to Deliverables remain valid only if explicitly agreed.

14. Use of Deliverables and Restrictions

The Client may not:

  • reverse-engineer or decompile proprietary tools,
  • reuse Deliverables for third-party work unless licensed to do so,
  • share login credentials, API keys, or access tokens,
  • use Deliverables to create competing services.

15. Force Majeure

Gridware is not liable for delays caused by events outside its reasonable control, including:

  • natural disasters,
  • internet outages,
  • strikes,
  • government actions,
  • or widespread service disruptions.

16. Governing Law and Jurisdiction

These Terms are governed by the laws of The Netherlands.
Any disputes shall be submitted to the competent court in Utrecht, unless mandatory law requires otherwise.

17. Contact

For questions about these Terms:

Gridware B.V.
Emile Hullebroeckstraat 1A
3543BZ Utrecht
The Netherlands
Email: p.blenkers@gridware.nl