1) Scope of Services

We provide, among other things:

• Website & Webshop design and development (e.g., Webflow design, WordPress publishing, custom integrations).
• Web & mobile application development (e.g., Flutter/FlutterFlow, Firebase, APIs).
• Branding, UI/UX & content (brand systems, design libraries, copywriting).
• Integrations & automations (APIs, webhooks, workflow automation).
• Hosting & maintenance (managed hosting plans).
• Custom AI solutions & AI assistant (chatbots/internal assistants trained on client content).

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The precise scope, deliverables, schedule, and fees for any given project are defined in a written proposal, statement of work (SOW), work order, or order form (collectively, “Proposal”). If there is a conflict, the Proposal supersedes these Terms on that point.

2) Acceptance, Term, and Changes

• These Terms apply when you visit our website and/or when you sign a Proposal.
• We may update these Terms from time to time. Updates apply prospectively and will be posted on our website with the “Last updated” date. If you continue using the website or services after changes take effect, you accept the updated Terms.

3) Fees, Invoicing & Payment (50% in advance)

Unless your Proposal states otherwise:

• 50% upfront: A non-refundable deposit of 50% of the total project fee is due upon signing to commence work.
• Balance: The remaining 50% is due upon substantial completion (prior to go-live/transfer) or on the milestone schedule set in the Proposal.
• Ongoing/recurring services (e.g., hosting, support retainers, AI assistant subscriptions) are billed monthly or annually in advance.
• Payment terms: Invoices are due within 14 days of issuance, unless otherwise stated in the Proposal.
• Late payment: We may pause work, withhold deliverables, suspend hosting, or restrict access for overdue accounts. Statutory interest and reasonable collection costs may apply under Dutch law.
• Expenses: Client reimburses pre-approved, reasonable out-of-pocket expenses (e.g., stock, fonts, licenses, travel).
• Taxes: Fees are exclusive of VAT (BTW) and other applicable taxes.

4) Scope Changes & Additional Work

Requests outside the agreed scope (new features, extra pages, revised brand directions, third-party purchases, rush timelines, etc.) will be estimated and billed separately or at our hourly/day rate. We will seek written approval before proceeding.

5) Client Responsibilities

Client agrees to:

• Provide timely access to stakeholders, content, credentials, and approvals.
• Ensure provided content does not infringe third-party rights or violate law.
• Review and approve deliverables in a timely manner (delays may shift timelines).
• Maintain appropriate backups and security on client-controlled systems.
• Comply with applicable laws (including consumer, privacy, and e-commerce laws).

6) Deliverables, IP & Portfolio Use

• Ownership (deliverables): Upon full and final payment, Client owns the final, compiled deliverables specifically identified in the Proposal (e.g., website front-end code exported from Webflow, brand assets, packaged designs).
• Excluded components: Underlying tools, frameworks, libraries, templates, internal code, and our know-how remain our property or the property of third parties and are licensed as needed to enable the deliverables.
• Third-party materials: Stock assets, fonts, plugins, or SaaS are subject to their own licenses/fees and may require Client accounts.
• Portfolio: We may display non-confidential work samples, case studies, and your logo in our portfolio and marketing unless you object in writing.

7) Website & App Development Notes

• Webflow → WordPress: Where applicable, we design in Webflow and export clean HTML/CSS/JS for publishing to WordPress to combine design control with SEO/CMS benefits.
• Performance & SEO: We follow best practices, but rankings and third-party platform performance are not guaranteed.
• Browser & device support: We support current versions of major browsers and standard device breakpoints unless otherwise agreed.
• Content entry: Population/migration of content is limited to the agreed scope.

8) Branding & Content

• Brand systems: Deliverables typically include logo(s), color, typography, and usage guidelines as specified.
• Revisions: Proposals include a stated number of revisions per phase; additional revisions are out of scope.
• Copywriting: We can provide copywriting/SEO optimization in the agreed scope and languages.

9) Hosting & Service Levels

Our hosting plans and service levels are described on our website. Hosting is governed by a separate Hosting Terms of Service available at: Hosting Terms & Conditions

Key points (summary only): daily/hourly backups (per plan), climate-neutral operations (via Stripe Climate), security monitoring, and support channels. Actual SLAs and remedies are governed by the Hosting ToS.

10) Custom AI Solutions & AI Assistant (Data Use Module)

This section applies to our AI assistant embedded on our website and to custom AI solutions we build for clients.

10.1 What the AI Does

• The AI assistant can answer questions, retrieve knowledge, and automate simple workflows.
• Custom AI solutions may include chatbots (internal/external), search over company content, document Q&A, and automation across tools via APIs.

10.2 Data You Provide to the AI

• When you use the AI (e.g., typing a message or uploading content), you authorize us to process that data to provide the AI functionality.
• Internal/private by design: Unless expressly agreed otherwise in writing, your data is not shared with third parties for their own purposes and is not used to train public models.
• We may use model providers (e.g., OpenAI API) as sub-processors to generate responses. They process data solely to deliver the requested AI functionality under their terms.

10.3 Sources of Data for the AI

• The assistant may rely on: (a) general/basic knowledge, (b) Jacobs Development content, and (c) Client-provided content (for custom AI).
• For custom AI, we configure data access according to your instructions (e.g., knowledge base, documents, CMS, ticketing). You are responsible for ensuring you have rights to all supplied data.

10.4 Privacy, Security & GDPR

• We implement appropriate technical and organizational measures to protect personal data.
• We act as Data Processor when processing Client personal data on your behalf, and as Data Controller for our own website/assistant usage data.
• Where required, we will sign a Data Processing Agreement (DPA) with you.
• You must provide any necessary privacy notices/consents to your users if they interact with a custom AI we build for you.

10.5 Data Retention & Deletion

• For website chat, we retain logs for a reasonable period to improve reliability, security, and support, then delete or anonymize them.
• For custom AI, retention aligns with your instructions/SOW. Upon written request or termination, we will delete or return Client data (subject to legal/archival obligations and backups).

10.6 Acceptable Use (AI)

You agree not to use the AI to:

• Violate law, IP, privacy, export controls, or third-party terms.
• Submit sensitive personal data without a lawful basis and express approval.
• Generate or disseminate malware, spam, hate, harassment, or misleading content.
• Circumvent security or attempt to access data without authorization.

10.7 Output & Accuracy

AI outputs may be probabilistic and can be incorrect, incomplete, or outdated. You are responsible for reviewing and verifying critical outputs. We do not guarantee accuracy, completeness, or fitness for a particular purpose.

11) Acceptance, Testing & Launch

• We provide preview links/builds for review.
• A deliverable is deemed accepted when you approve in writing or begin production use, or within ten (10) business days after delivery if no rejection (with detailed reasons) is provided.
• Launch/go-live typically occurs after full payment of the balance and acceptance (unless otherwise agreed).

12) Maintenance, Support & Warranty

• Maintenance/support is provided per your plan or Proposal (e.g., bug fixes, small changes, monitoring).
• We warrant we will perform services with reasonable skill and care.
• We do not warrant third-party services (hosting vendors, app stores, registrars, API providers, AI model providers).
• Post-launch bugs attributable to our code and reported within 30 days will be remediated without additional charge (excluding scope changes, third-party changes, or environment changes).

13) Third-Party Services & APIs

Your use of third-party services (e.g., WordPress plugins, WooCommerce, Stripe, SendGrid, Returnless, Google APIs, AI model providers) is subject to those providers’ terms and fees. We are not responsible for provider outages, deprecated APIs, feature changes, or policy updates.

14) Confidentiality

Each party may receive confidential information from the other. The receiving party will protect such information and use it only to perform under these Terms/Proposal, except where disclosure is required by law or consented in writing.

15) Data Protection

• We process personal data in accordance with GDPR and applicable law.
• For processing on your behalf, we will enter into a DPA that covers subject matter, duration, nature, categories of data, and sub-processors.
• You must ensure a valid legal basis for any personal data you supply and provide required notices to your end-users.

16) Warranties & Disclaimers

Except as expressly set out herein, the website, deliverables, AI outputs, and services are provided “as is” and “as available.” We disclaim all implied warranties (merchantability, fitness for a particular purpose, non-infringement). We do not guarantee rankings, revenue, or specific outcomes.

17) Limitation of Liability

To the maximum extent permitted by law:

• We are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits/revenue, loss of data, or business interruption.
• Our total aggregate liability for any claim related to these Terms, a Proposal, the website, AI outputs, or services shall not exceed the amount actually paid by you to us for the specific project or three (3) months of recurring fees giving rise to the claim, whichever is greater.

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Nothing limits liability for fraud, willful misconduct, or liability that cannot be legally limited.

18) Indemnification

You agree to indemnify and hold us harmless from claims, damages, losses, and expenses (including reasonable legal fees) arising from: (a) content you supplied, (b) your misuse of the website, AI, or deliverables, (c) your violation of law or third-party rights, or (d) your breach of these Terms.

19) Term & Termination

• Either party may terminate a Proposal for material breach if not cured within 14 days of written notice.
• We may terminate/suspend access for non-payment or unlawful use.
• On termination: you pay for services performed and committed costs up to the effective termination date; we will deliver in-progress work as is (subject to payment).

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Sections that by their nature survive (e.g., IP, confidentiality, liability limits, payment, indemnity) shall survive termination.

20) Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, war, labor disputes, internet/utility failures, provider outages, changes in law).

21) Subcontractors

We may use vetted subcontractors/affiliates to deliver services. We remain responsible for their performance.

22) Non-Solicitation (Optional)

During the project and for 12 months thereafter, you agree not to solicit for employment or contract any of our employees or primary contractors who worked on your project without our written consent.

23) Notices

Notices under these Terms must be in writing and sent to the addresses specified in the Proposal or to the contact info on our website. Email is acceptable for routine communications.

24) Governing Law & Venue

These Terms are governed by Dutch law. Disputes shall be submitted to the competent courts in The Hague, The Netherlands, unless mandatory law specifies otherwise.

25) Miscellaneous

• Entire Agreement: These Terms + any Proposal/DPA/Hosting ToS constitute the entire agreement.
• Severability: If any provision is unenforceable, the rest remains in effect.
• No Waiver: Failure to enforce is not a waiver.
• Assignment: You may not assign without our consent; we may assign as part of a reorganization or sale.
• Electronic Signatures: Electronic approvals/signatures are valid and binding.
• Language: If these Terms are translated, the English version controls (unless otherwise required by law).

26) Website Use; Acceptable Use

You agree not to: (a) attempt unauthorized access, (b) interfere with the website’s operation, (c) scrape without permission, (d) upload malware or unlawful content, or (e) misuse forms, contact tools, or our AI assistant.

27) Cookie & Analytics Notice (Summary)

Our website may use cookies and analytics to understand usage and improve services. See our Privacy Policy for details and settings.

28) Contact

Jacobs Development BV
The Hague, The Netherlands
KVK: 80855601
Email: contact@jacobs-development.com
Website: jacobs-development.com

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