Terms & Conditions

Caribu B.V. (i.o)

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These Terms & Conditions ("Agreement") govern the provision of consulting services by Caribu to its clients ("Client") in the Netherlands. By engaging the Consultant's services, the Client agrees to be bound by these terms.

1. Services

Caribu shall provide the consulting services as detailed in a separate Statement of Work / written proposal (SOW) agreed upon by both parties. The SOW will specify the scope of work, deliverables, timelines, and any other relevant details.

2. Fees and Payment

2.1 Fees

The Client agrees to pay Caribu the fees as outlined in the SOW. All fees are exclusive of VAT (BTW) unless otherwise stated.

Prices may be adjusted annually in line with inflation, governed by the CBS 'Information and Communication' index (Category J). Notice of this adjustment is provided via the invoice itself. This indexation does not grant the client the right to terminate the agreement.

2.2 Invoicing and Payment Terms

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Upon execution of this Agreement, the Client shall pay a non-refundable down payment of 30% of the total estimated project fee (the "Down Payment"). Caribu starts the work once the Down Payment is received in full. Any estimated timelines or deadlines shall be calculated from the date the Down Payment is received. All communicated dates before receiving the Down Payment are tentative and Caribu reserves the right to adjust project schedules if the Down Payment is delayed.

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Invoices will be issued by Caribu as specified in the SOW. Payment is due within 30 days from the invoice date. Late payments may be subject to interest at the statutory rate for commercial transactions in the Netherlands. If any payment is more than 21 days overdue, Caribu reserves the right to suspend the performance of its services. Caribu will provide a 7-day prior notice before withholding services; work will resume once the Client has settled all overdue amounts in full.

The Client shall reimburse Caribu for all reasonable costs—including legal and collection fees—arising from any breach of this agreement or failure to perform contractual duties.
 

2.3 Expenses

The Client shall reimburse Caribu for all reasonable out-of-pocket expenses incurred in the performance of the services, provided such expenses are pre-approved by the Client and supported by appropriate documentation.

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2.4 Client Responsibilities: Readiness and Project Commitment

2.4.1 Readiness Period  

Upon execution of this Agreement, the Client agrees to provide all necessary access, information, and resources required for the Consultant to commence work within 60 days (the "Commencement Window") unless otherwise mutually agreed to in writing. 

2.4.2 Financial Commitment 

By signing this Agreement, the Client acknowledges that Caribu has allocated specific labor hours and resources to this project. The Client agrees that signing constitutes a commitment to the project scope, and the Client is liable for payment of the agreed-upon hours/milestones as scheduled, provided Caribu is ready and able to perform the work. 

2.4.3 Delayed Commencement 

If the project is delayed beyond the Commencement Window due to Client inaction (e.g., failure to provide system access and/or required documentation, no availability of an internal project manager or other internal stakeholders, missing of procurement information, delayed Down Payment as described in 2.2), the Consultant reserves the right to:

• Adjust the project pricing to reflect current market rates.​

• Reschedule the project based on the Consultant’s current availability.

• Apply a "Standby Fee" to maintain the allocated resources.

3. Confidentiality

Both parties agree to keep all confidential information, including but not limited to business plans, financial information, client data, and proprietary methodologies, strictly confidential and not to disclose such information to any third party without the prior written consent of the other party. This obligation shall survive the termination of this Agreement.

4. Intellectual Property

Unless otherwise agreed in writing, any intellectual property rights arising from the services provided by Caribu shall remain the property of Caribu. The Client shall be granted a non-exclusive, non-transferable license to use such intellectual property for its internal business purposes.

5. Limitation of Liability

5.1 General

Caribu shall perform the services with reasonable care and skill. However, the Consultant's total liability to the Client for any and all claims arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited to the amount of fees paid by the Client to Caribu under the relevant SOW.

To maintain the highest quality of service, Caribu may involve external partners or specialists to assist with the execution of this agreement where appropriate. This will be done in coordination with the Client. 

5.2 Exclusion of Damages

Caribu shall not be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, loss of business, or loss of data, arising out of or in connection with this Agreement.

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Caribu is not liable for damage caused by client's failure to provide accurate information in a timely manner which, in the opinion of Caribu, is necessary for the proper execution of the agreement. 

Caribu cannot be held responsible for:

• Issues caused by third-party software updates (e.g., a browser update or API change).

• Modifications made to the code by the Client or a third party.

• New feature requests or changes made after Acceptance 

• To ensure the success of the project, the client is responsible for providing all necessary information accurately and on time. Caribu is not liable for any issues or damages that arise due to delays or inaccuracies in the data provided by the client.

6. Termination

6.1 Termination by Either Party

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6.1.1. Early Termination

The client may terminate this agreement early by providing at least 30 days' written notice. Unless otherwise agreed in writing, the client remains liable for all payments due until the original end date of the agreement. 

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6.1.2. Breach of Contract

Caribu reserves the right to pause services or terminate the contract immediately if the client fails to meet their contractual obligations (e.g., non-payment or failure to provide necessary information).

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6.1.3. Insolvency & Personal Circumstances

Caribu may terminate the agreement immediately in the event of the client’s bankruptcy, liquidation, debt restructuring, suspension of payments, or death.

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6.1.4. Settlement Upon Termination 

Upon termination, Caribu is not liable for any compensation or damages to the client. Furthermore, all outstanding payments owed to Caribu become due immediately.

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6.1.5 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach of this Agreement and fails to remedy such breach within 30 days of receiving written notice thereof.

7. Conflict Resolution and Governing Law

7.1 Conflict resolution

In the event of any controversy, claim, or dispute the Parties shall resolve the matter as follows:

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7.1.1 Good Faith Negotiation: The Parties shall first attempt to resolve the dispute through direct informal discussions between (representatives of) each Party with the authority to settle the matter.

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7.1.2 Mandatory Mediation: If the dispute is not resolved within 30 business days of the initial discussion, the Parties agree to submit the dispute to confidential mediation and agree to attend mandatory mediation before filing any lawsuit.

 

• The mediation shall be conducted by a mutually agreed-upon mediator or through MfN.

• The Parties shall share the mediator’s fees and filing costs equally.

• The mediation shall take place in the Netherlands.

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7.1.3 Condition Precedent: Participation in mediation is a "condition precedent" to filing any legal action. Neither Party may initiate litigation (except for seeking an immediate injunction to protect Intellectual Property or Confidential Information) until mediation has been concluded or the mediator declares an impasse. This means that there will be a minimum of at least one mediation session with both parties present. 

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7.1.4  Effect of Settlement: Any settlement reached in mediation shall be reduced to writing and shall be binding and enforceable in any court of competent jurisdiction.

7.2 Governing Law and Jurisdiction

This Agreement shall be governed by Dutch law. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts in Amsterdam, the Netherlands.

8. Non-sollicitation

For the duration of the Agreement and a period of one (1) year thereafter, the Client is prohibited from recruiting, soliciting, or hiring any of Caribu’s personnel or subcontractors (Team Caribu, Expert Network and partners) dedicated to the assignment. The Client shall not attempt to persuade such individuals to terminate their relationship with Caribu, nor shall the Client hire them directly or through any affiliated enterprise. In the event of a breach of this Article 8, the Client shall owe Caribu an immediately payable penalty of €25,000 per violation, plus an additional penalty of €1,000 for each day that the violation continues. This penalty is payable without the need for any notice of default or judicial intervention and is without prejudice to Caribu’s right to claim full compensation for damages in excess of the penalty.

9. Complaints and Acceptance of Services  

9.1 Acceptance of Services

Upon delivery of the final Milestone or Work Product, the Client shall have 10 business days (the "Review Period") to test the deliverables against the agreed-upon specifications. If the Client identifies any material defects (functionality that does not match the Statement of Work), they must provide a written list to the Consultant before the Review Period expires. The Services and Work Product shall be deemed "Accepted" by the Client if:

• The Client provides written approval;

• The Review Period expires without a written list of defects; or

• The Client uses the Work Product in a live production environment or for any commercial purpose.

9.2 Complaints

The Client must examine the deliverables and services provided by Caribu within the Review Period. Any complaints regarding the services or invoices must be submitted to Caribu in writing within this Review Period, detailing the alleged defect. If no complaint is received within the Review Period, the services and/or invoices shall be deemed irrevocably accepted by the Client, and the Client waives all rights to claim damages or performance regarding those specific services.

10. Force Majeure (Overmacht) 

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that party (Force Majeure), including but not limited to: illness of key personnel, power failure, internet service provider failure, or government actions. If a situation of Force Majeure continues for more than 30 days, either party may terminate the Agreement in writing with immediate effect, without any obligation to pay damages.

11. Miscellaneous

11.1 Entire Agreement

This Agreement, together with any applicable SOW, constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

11.2 Amendments and Scope Change

Any amendments to this Agreement must be in writing and signed by both parties.

11.2.1 Definition of Change 
A "Change Request" is any request by the Client that falls outside the specific deliverables or technical requirements outlined in the initial Statement of Work (SOW). 

11.2.2 Procedure
If the Client requests a change, Caribu will evaluate the impact on the project’s budget and timeline. Caribu will provide a written "Change Order" detailing:

• The additional hours or fixed fee required.

• Any necessary adjustments to the delivery dates.

• The technical impact on existing features and functionality

11.2.3 Written Approval Required 
No work on a Change Request will begin, and no additional fees will be incurred, until both parties have signed the Change Order or confirmed agreement via email. 

11.2.4 Small Tweaks 
At Caribu’s sole discretion, minor adjustments that do not materially impact the timeline or workload may be absorbed into the original fee. However, Caribu reserves the right to categorize any request as a formal Change Request.

11.3 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.4 Notices

All notices and communications under this Agreement shall be in writing and sent to the email addresses specified in the SOW.