Ninjible B.V. — version 1.0, September 2026

Ninjible B.V.

Amalialaan 126, 3743 KJ Baarn
Chamber of Commerce no.: 81883579  ·  VAT no.: NL862256872B01
Phone: 085 30 35 658  ·  Email: info@ninjible.com  ·  Website: ninjible.com

These general terms and conditions apply to all offers made by and agreements with Ninjible B.V. They are sent free of charge on first request and can be consulted via ninjible.com.

 

Module A. General provisions

The provisions in this module apply to all offers, assignments and agreements between Ninjible and the client, regardless of the nature of the service. In addition, a specific module (B up to and including E) may apply. In the event of a conflict between a specific module and this general module, the specific module prevails.

 

Article 1. Definitions

In these general terms and conditions, the following terms have the following meanings:

Ninjible: Ninjible B.V., established in Baarn, registered with the Chamber of Commerce under number 81883579.

Client: the natural person or legal entity with whom Ninjible enters into an agreement or to whom Ninjible submits an offer.

Parties: Ninjible and the client jointly.

Agreement: any arrangement between parties for the performance of services or the supply of products, including amendments and additions thereto.

Services: all work to be performed by Ninjible, including design, development, hosting, maintenance, support, consultancy, secondment and the provision of software.

Materials: all works developed or made available by Ninjible, including websites, applications, source code, designs, texts, images, documentation, advice and reports.

Additional work: work or performance that falls outside the content or scope of the agreed assignment.

In writing: by letter or by email, as well as by electronic means insofar as reliability and traceability are sufficiently safeguarded.

 

Article 2. Applicability

2.1 These general terms and conditions apply to all offers, quotations, assignments and agreements under which Ninjible supplies services or products, as well as to the legal relationships arising therefrom.

2.2 The applicability of any purchasing or other conditions of the client is expressly rejected, unless these have been accepted by Ninjible in writing.

2.3 Deviations from and additions to these conditions are only valid if agreed in writing and apply exclusively to the agreement in question.

2.4 If any provision of these conditions is null and void or is annulled, the remaining provisions remain fully in force. Parties will consult to agree on a replacement provision that approximates the purport of the original provision as closely as possible.

2.5 Ninjible is entitled to amend these conditions. Amended conditions apply to new agreements and, after notification, to ongoing continuing agreements after a period of thirty (30) days has elapsed.

 

Article 3. Offers and quotations

3.1 All offers and quotations from Ninjible are non-binding, unless a period for acceptance is expressly stated. A quotation is valid for thirty (30) days, unless otherwise indicated.

3.2 Offers are based on the information provided by the client. The client is responsible for the accuracy and completeness thereof.

3.3 Obvious errors or clerical mistakes in an offer do not bind Ninjible.

3.4 A composite price quotation does not oblige Ninjible to perform part of the assignment at a corresponding part of the stated price.

 

Article 4. Formation and amendment of the agreement

4.1 The agreement is formed by the client's written acceptance of the offer, or at the moment Ninjible actually commences performance.

4.2 Amendments to the agreement are only binding if agreed between parties in writing. Ninjible may charge for the consequences thereof for price and planning.

4.3 If the client is a legal entity or a natural person acting in the exercise of a profession or business, the person entering into the agreement on behalf of the client is authorised to bind Ninjible.

 

Article 5. Performance and cooperation

5.1 Ninjible performs the agreement to the best of its knowledge and ability, on the basis of an obligation of best efforts, unless and insofar as a result has been expressly promised.

5.2 The client provides in a timely manner all cooperation, information, materials, access and facilities that Ninjible reasonably needs. Delay or additional costs resulting from the absence thereof are for the account of the client.

5.3 The client is responsible for the accuracy, completeness and lawfulness of the data and materials it supplies and indemnifies Ninjible against third-party claims in this regard.

5.4 Ninjible is entitled to perform the agreement in phases and to invoice the part already performed separately.

 

Article 6. Engagement of third parties

6.1 Ninjible is entitled to engage third parties in the performance of the agreement, including suppliers of hosting, cloud and software services.

6.2 If Ninjible supplies or resupplies products or services of third parties to the client, the conditions of those third parties, provided they are reasonable and after notification, also apply in the relationship between parties. Ninjible is not liable for shortcomings of these third parties outside its sphere of influence.

 

Article 7. Prices and rates

7.1 All prices are in euros and exclusive of VAT and other levies imposed by the government, as well as exclusive of any travel, accommodation, shipping and administration costs, unless stated otherwise.

7.2  For assignments on a time-and-materials basis, the hours actually spent are invoiced at the agreed rates.

7.3 Ninjible is entitled to adjust its rates annually as of 1 January in line with the consumer price index (CPI) of Statistics Netherlands (CBS). Other price changes will be announced at least thirty (30) days in advance; if this concerns an agreement with a consumer, the consumer may terminate the agreement if the increase takes place within three months after the agreement was concluded.

7.4 Costs of third parties and of licences, subscriptions or services requested by the client are passed on.

 

Article 8. Invoicing and payment

8.1 Payment shall be made within fourteen (14) days after the invoice date, without suspension or set-off, unless agreed otherwise in writing.

8.2 Ninjible may invoice periodically, in advance or in instalments and may require a down payment at the start.

8.3 If the payment term is exceeded, the client is in default by operation of law. The client then owes the statutory commercial interest (or, in the case of a consumer, the statutory interest), as well as the extrajudicial collection costs in accordance with the Dutch Extrajudicial Collection Costs Standards Act (Wet normering buitengerechtelijke incassokosten) with a minimum of € 40.

8.4 In the event of late payment, Ninjible is entitled to suspend or cease (or have ceased) its work and services, including hosting and the provision of services, after prior notice.

8.5 Complaints about an invoice do not suspend the payment obligation and must be reported in writing within fourteen (14) days after the invoice date.

 

Article 9. Deadlines and delivery

9.1 Stated deadlines are indicative and do not constitute a strict deadline, unless expressly agreed otherwise in writing.

9.2 Exceeding a deadline does not give rise to compensation or dissolution, unless Ninjible remains in default even after a reasonable written period.

9.3 Delivered materials are deemed accepted if the client does not file a written and substantiated complaint within ten (10) working days after delivery, or at the moment the client takes the materials into use.

 

Article 10. Additional work

10.1 If the client wishes changes or additions that fall outside the agreed assignment, this constitutes additional work. Ninjible informs the client in a timely manner about the consequences for price and planning.

10.2 Additional work is charged on a time-and-materials basis at the applicable rates, unless a fixed price has been agreed.

 

Article 11. Intellectual property and right of use

11.1 All intellectual property rights in the materials developed or made available by Ninjible rest with Ninjible or its licensors, unless agreed otherwise in writing.

11.2 After full payment of everything the client owes, the client obtains a non-exclusive, non-transferable right to use the delivered materials for the agreed purpose.

11.3 Transfer of intellectual property rights takes place only if and insofar as this has been expressly agreed in writing and the fee agreed for it has been paid in full.

11.4 Ninjible retains the right to use the knowledge, general techniques, components, frameworks and know-how gained during performance for other purposes.

11.5 The client obtains no rights to development environments, tools, libraries or standard components used by Ninjible that have not been developed specifically for the client.

11.6 Ninjible is entitled, in a modest manner, to use the work performed for the client and the result thereof for its own promotion and as a reference, unless agreed otherwise in writing.

11.7 The client is not permitted to remove or change any indication of intellectual property rights from the materials.

 

Article 12. Confidentiality

12.1 Parties treat all confidential information they receive from each other as strictly confidential and use it exclusively for the purpose for which it was provided.

12.2 The confidentiality obligation does not apply to information that is already public, has been lawfully obtained from third parties or must be disclosed pursuant to a legal obligation or court order.

12.3 This obligation remains in force after termination of the agreement.

 

Article 13. Privacy and processing of personal data

13.1 Insofar as Ninjible processes personal data on behalf of the client in the performance of the agreement, Ninjible acts as processor and the client as controller within the meaning of the General Data Protection Regulation (GDPR).

13.2 Parties record the arrangements about this processing in a data processing agreement, which forms part of the agreement. In the event of a conflict, the data processing agreement prevails over these conditions with regard to the processing of personal data.

13.3 The client warrants that it is entitled to process (or have processed) the personal data and indemnifies Ninjible against claims of data subjects and third parties in this regard.

13.4 Ninjible's own processing is governed by Ninjible's privacy policy, which can be consulted via ninjible.com.

 

Article 14. Liability

14.1 Ninjible is only liable for direct damage resulting from an attributable failure in the performance of the agreement.

14.2 Ninjible's total liability is limited, per event, whereby a series of related events counts as one event, to compensation of direct damage up to a maximum of the amount that the client has paid to Ninjible under the agreement in the three (3) months preceding the damage-causing event (excluding VAT), with a maximum of € 25,000 per year.

14.3 Direct damage is exclusively understood to mean: reasonable costs to determine the cause and extent of the damage; reasonable costs to make the performance comply with the agreement; and reasonable costs to prevent or limit damage.

14.4 Any liability for indirect damage is excluded, including consequential damage, lost profits, missed savings, loss or corruption of data, reputational damage and damage due to business interruption.

14.5 The limitations contained in this article do not apply if the damage is the result of intent or deliberate recklessness of Ninjible's management.

14.6 A condition for the arising of any right to compensation is that the client reports the damage to Ninjible in writing as soon as possible, but no later than thirty (30) days after discovery. Every claim lapses after twelve (12) months from its arising.

14.7 The client indemnifies Ninjible against third-party claims related to the materials, content or instructions supplied by the client.

 

Article 15. Force majeure

15.1 Ninjible is not obliged to fulfil any obligation if it is prevented from doing so by force majeure. Force majeure also includes: disruptions or outages of the internet, telecommunications infrastructure, hosting or cloud services, power failures, cyber attacks, shortcomings of suppliers, epidemics, government measures, strikes and work stoppages.

15.2 During force majeure, Ninjible's obligations are suspended. If the force majeure lasts longer than sixty (60) days, each of the parties is entitled to dissolve the agreement, without any obligation to pay compensation.

 

Article 16. Duration, suspension and termination

16.1 A fixed-term agreement cannot be terminated early, unless agreed otherwise in writing. An agreement for an indefinite period may be terminated in writing by each of the parties, observing a notice period of three (3) months, unless otherwise provided in a specific module.

16.2 Each of the parties may dissolve the agreement in whole or in part if the other party, after written notice of default with a reasonable period to remedy, fails to perform an essential obligation.

16.3 Ninjible may dissolve or suspend the agreement in whole or in part with immediate effect and without notice of default if the client is declared bankrupt, applies for suspension of payments, is placed under guardianship, or otherwise loses the free disposal of its assets.

16.4 Obligations which by their nature are intended to continue after termination (such as confidentiality, intellectual property and liability) remain in force after termination.

16.5 Upon termination, Ninjible will, on request and against payment, provide reasonable cooperation in the transfer of data or services to the client or a party designated by the client, provided the client has fulfilled all its obligations.

 

Article 17. Complaints and warranty

17.1 The client must report complaints about the services to Ninjible in writing and with reasons as soon as possible, but no later than fourteen (14) days after discovery.

17.2 In the event of a well-founded and timely complaint, Ninjible will repair the service within a reasonable period, perform it again or, if repair is not reasonably possible, offer an appropriate solution. This warranty does not extend further than the free-of-charge repair of defects.

17.3 There is no right to repair or warranty if defects are the result of changes made by the client or third parties, improper use, or failure to follow Ninjible's instructions.

 

Article 18. Other provisions, governing law and disputes

18.1 The client may not transfer rights and obligations under the agreement to a third party without Ninjible's prior written consent. Ninjible may transfer its rights and obligations to a successor or group company and will notify the client thereof.

18.2 Ninjible's records constitute, in the absence of evidence to the contrary, proof of the performance and payments made by the parties.

18.3 Dutch law exclusively applies to all agreements and these conditions. The applicability of the Vienna Sales Convention is excluded.

18.4 Disputes will be submitted exclusively to the competent court of the Midden-Nederland District Court, location Utrecht, unless mandatory law designates another court. Parties will first endeavour to resolve a dispute through mutual consultation.

 

Module B. Development of websites, applications and custom work

This module applies if Ninjible designs or develops websites, web applications, mobile applications, MVPs or other custom solutions for the client.

 

Article B1. Specifications and design

B1.1 The solution to be developed is carried out on the basis of the specifications, designs or user stories agreed between parties. Aspects not described therein will be completed at Ninjible's reasonable discretion.

B1.2 Ninjible may use standard components, frameworks, third-party libraries and open-source software. The associated licence terms apply to open-source components.

B1.3 Changes to the specifications after approval count as additional work.

 

Article B2. Delivery, testing and acceptance

B2.1 Ninjible delivers the solution for acceptance. The client tests within ten (10) working days after delivery whether the solution meets the agreed specifications.

B2.2 The solution is deemed accepted if the client does not report defects in writing and with reasons within the test period, or puts the solution into production or actually uses it.

B2.3 Defects of minor significance, which do not materially impede the intended use, do not stand in the way of acceptance. Such defects will be repaired within a reasonable period.

 

Article B3. Browsers, devices and content

B3.1 Unless agreed otherwise, testing and optimisation is carried out for the versions of commonly used browsers and devices that are current at the time of delivery. Optimisation for outdated or deviating environments counts as additional work.

B3.2 The supply, editing and placement of content (texts, images, media) is done by the client, unless agreed otherwise. The client is responsible for the rights to this content.

 

Article B4. Maintenance and warranty period

B4.1 After acceptance, Ninjible repairs free of charge for thirty (30) days defects that materially impede the agreed functionality and that were reported in a timely manner. This warranty lapses in the event of changes by the client or third parties.

B4.2 Ongoing maintenance, updates, security updates and support are not covered by the warranty period and are agreed separately (see Module C).

 

Module C. Hosting, maintenance and support

This module applies if Ninjible provides hosting, backups, management, maintenance or support for the client, whether or not via suppliers such as data centre and cloud providers.

 

Article C1. Hosting and availability

C1.1 Ninjible makes an effort to ensure good availability of the hosted services, but does not guarantee uninterrupted availability, unless expressly agreed otherwise in a separate service level agreement (SLA).

C1.2 Ninjible may temporarily take the service or parts thereof out of use for maintenance, adjustment or improvement. Ninjible will endeavour to carry out planned maintenance outside office hours and to announce it in a timely manner.

C1.3 Ninjible may change the technical infrastructure, suppliers and configuration, provided the functionality for the client is not materially reduced.

 

Article C2. Rules of use and fair use

C2.1 The client does not use the services in violation of laws and regulations, third-party rights or Ninjible's instructions, and refrains from actions that may harm the infrastructure, other users or third parties.

C2.2 In the event of (threatened) damage, abuse, overload, or an instruction from a competent authority, Ninjible may suspend the service in whole or in part or make data inaccessible. Ninjible is not liable for the resulting damage.

C2.3 Insofar as reasonable, fair-use standards apply with regard to the consumption of storage, traffic and computing capacity. In the event of structural overuse, parties will consult on adjusting the package.

 

Article C3. Maintenance, updates and support

C3.1 Maintenance includes the agreed work, such as carrying out updates, backups, monitoring and resolving incidents, within the agreed scope and times.

C3.2 Work outside the agreed scope, as well as support resulting from changes made by the client or third parties, is charged as additional work.

C3.3 Ninjible endeavours to make backups in accordance with the agreed frequency. The client remains ultimately responsible for the data and for having its own copies of essential content.

 

Article C4. Duration and termination of hosting/maintenance

C4.1 Hosting and maintenance agreements are entered into for the agreed term and, in the absence of termination, are tacitly renewed each time for the same term. Agreements with consumers are converted after the initial term into an agreement for an indefinite period, terminable with a notice period of at most one (1) month.

C4.2 Termination takes place in writing, observing a notice period of one (1) month before the end of the term, unless agreed otherwise.

C4.3 After termination, access to the hosted services lapses. The client ensures that a copy of its data is secured in good time. Ninjible may permanently delete data after a reasonable period after termination.

 

Module D. SaaS and user licences

This module applies if Ninjible makes software as a service (SaaS) or other remotely available software available to the client.

 

Article D1. Right of use

D1.1 Ninjible grants the client, for the duration of the agreement, a non-exclusive, non-transferable right to use the software via the internet for the agreed number of users and the agreed purpose.

D1.2 The software is not supplied or handed over to the client; the client obtains only a remote right of use. The source code and object code are not made available.

D1.3 The client is not permitted to copy, modify, reverse-engineer the software, make it available to third parties or use it outside the agreed purpose.

 

Article D2. Availability, changes and data

D2.1 Ninjible endeavours to keep the software available, but does not guarantee uninterrupted availability, unless agreed otherwise in an SLA. Article C1 applies mutatis mutandis.

D2.2 Ninjible may adjust, extend or remove parts of the software from time to time. Ninjible endeavours to announce material changes in a timely manner.

D2.3 The data that the client processes with the software remains the property of the client. Upon termination, Ninjible offers, for a reasonable period, the opportunity to export the data in a common format; after that, Ninjible may delete the data.

 

Module E. Secondment and hiring of employees

This module applies if Ninjible makes one or more employees available to perform work under the direction of the client.

 

Article E1. Making available

E1.1 Ninjible makes the agreed employee(s) available on the basis of an obligation of best efforts. The employee performs the work under the direction and supervision of the client.

E1.2 Ninjible may replace an employee with an employee with comparable qualifications, provided the continuity and quality of the service remain guaranteed.

E1.3 The client ensures a safe and healthy working environment and complies with the laws and regulations applicable thereto. The client is liable for damage the employee suffers in the performance of the work, except in the case of intent or deliberate recklessness of the employee.

 

Article E2. Rates, hours and additional work

E2.1 The fee is calculated on the basis of the hours actually spent at the agreed hourly rate, unless a fixed fee has been agreed. Travel time and travel expenses are reimbursed separately if agreed.

E2.2 The client approves the time registration in a timely manner. In the absence of timely objection, the registration is deemed correct.

 

Article E3. Prohibition on hiring

E3.1 The client is not permitted, during the term of the agreement and until twelve (12) months after its expiry, to employ an employee deployed by Ninjible or otherwise to have them work for it outside Ninjible, without Ninjible's prior written consent.

E3.2 In the event of a violation, the client owes an immediately payable compensation equal to a reasonable, previously agreed amount, without prejudice to Ninjible's right to full compensation.

These general terms and conditions have been deposited with the Chamber of Commerce and are sent free of charge on request. Version 1.0, September 2026.