Terms & conditions

These terms and conditions apply to all engagements and deliveries by UPGRADED Systems, based at Lange Kruisweg 70D, 2676 BP Maasdijk, Chamber of Commerce 42056807, VAT NL005461247B01.

We build custom software and deliver it as a service: configurators, automations, integrations and dashboards. Hosting, maintenance, updates and support are part of that service. We may also carry out one-off engagements, such as a standalone integration or a scoped piece of advice.

What exactly we build for you, which features that includes and what you pay for it is captured per project in a quote or statement of work. That document supplements these terms; where the two conflict, the quote or statement of work prevails.

Quotes are valid for 30 days unless stated otherwise. Rates are agreed up-front. Additional work is confirmed in writing before being carried out. All amounts exclude VAT unless explicitly stated.

Invoices have a 14-day payment term unless otherwise agreed. On late payment, statutory commercial interest and collection costs may be charged.

For software we deliver as a service: the client receives a right of use for as long as the subscription runs; the software, source code and infrastructure remain the property of UPGRADED Systems. Hosting, maintenance, updates and reasonable e-mail support are included in the subscription.

• We agree the first period up front; it is stated in the quote or statement of work. After that, the subscription is cancellable monthly.
• In case of non-payment, access to the software is suspended automatically until payment resumes; data and settings are retained for 30 days.
• Minor adjustments are included; larger extensions are agreed separately in advance.
• We aim for maximum availability but do not guarantee uninterrupted operation; planned maintenance is announced in advance where possible.

Who owns what depends on how we deliver:

• Under a subscription (software as a service). The client receives a right of use to the software for as long as the subscription runs. The software, its source code and the infrastructure remain the property of UPGRADED Systems. The data, designs, files and settings that the client or the client's own customers put into the software remain the property of the client; on termination we hand those over on request in a common file format.
• Under a one-off engagement. Where it is explicitly agreed that we deliver work once, without a subscription, UPGRADED Systems grants the client a perpetual right of use to that work upon delivery and full payment. Transfer of copyright or of the source code applies only where agreed in writing.
• In both cases. Underlying libraries, frameworks and previously developed generic components remain UPGRADED Systems' property and may be reused by us for other engagements.

Our liability is limited to the amount paid out in the specific case by our professional liability insurance, or — if the insurer does not pay out — to the amount of the engagement to which the damage relates, with a maximum of € 25,000. We are not liable for indirect damages such as lost revenue or reputational harm.

Stated lead times are indicative. We do our best to meet them but are not liable for damages resulting from delays unless caused by intent or gross negligence. We inform you immediately if delays become foreseeable.

On delivered software we offer a 30-day warranty on bugs in the agreed functionality, fixed free of charge. Further development, new features and changes fall under a separate service agreement or are billed per engagement.

Dutch law applies to all engagements. Disputes that cannot be resolved amicably are submitted to the competent court in the district of UPGRADED Systems' registered office.