Terms and conditions
1. Who we are and when these terms apply
1.1 The Transformation Foundry (“TTF”, “we”) is a sole proprietorship registered with the Dutch Chamber of Commerce (KVK 98857495, BTW NL005358716B29), Spion 8, 4208 AM Gorinchem, the Netherlands.
1.2 These terms apply to every quote, agreement and piece of work between TTF and a client (“you”).
1.3 We work only with businesses and professionals acting in the course of their business (B2B). We do not offer our services to consumers.
1.4 Your own purchasing or general terms do not apply unless we agree to them in writing.
1.4a For larger engagements we sign a Master Services Agreement (MSA) and a Statement of Work (SOW). Where a signed MSA or SOW exists, it takes precedence over these terms.
1.5 If any part of these terms is invalid, the rest still applies, and we replace that part with a valid clause as close as possible to the original intent.
2. Quotes and agreements
2.1 Our quotes are valid for 30 days, unless the quote says otherwise.
2.2 An agreement starts when you accept a quote in writing (email is fine) or when we start the work at your request.
2.3 What we deliver is described in the quote and, where there is one, the solution design and backlog we agree with you. Anything not described there is not included.
3. Prices and payment
3.1 Our prices are fixed per outcome, as stated in the quote, unless the quote explicitly says otherwise.
3.2 All prices exclude BTW (VAT). For business clients in other EU countries, BTW is reverse-charged: you account for the VAT in your own country. Clients outside the EU are not charged Dutch BTW.
3.3 Unless the quote says otherwise, we invoice as follows:
- Spark Session and Opportunity Scan: in full before the session or scan starts.
- Fixed-price builds: a 50% deposit when you accept the quote, and the remaining 50% after user acceptance testing, before go-live.
- Switched-on support and outcome retainers: monthly in advance.
3.4 Invoices are payable within 30 days of the invoice date (aligned with the TTF MSA). If you pay late, we may pause the work after a written reminder, and charge the statutory commercial interest (wettelijke handelsrente).
3.5 The Opportunity Scan fee is credited against the build that follows, if you accept the quote for that build within 3 months of the scan.
3.6 Third-party costs, such as Microsoft licences, cloud hosting and AI usage, are paid by you, directly or passed on at cost, unless the quote says otherwise.
4. Changes to the scope
4.1 If you want something that isn’t in the agreed scope, we first agree the change, its price and its effect on the timeline in writing. We don’t charge for changes you haven’t approved.
4.2 Changes we need to make because the agreed scope turns out to be technically impossible are discussed with you before we act.
5. Working together
5.1 You give us, on time, the access, information, people and feedback we reasonably need. If something you need to provide is late, the timeline moves with it.
5.2 Timelines in quotes are our honest estimate, not deadlines, unless we explicitly agree a fixed date in writing.
5.3 We use AI-assisted engineering to build faster. A person on our team designs, reviews and tests everything we deliver. We never use your data to train AI models.
6. Delivery and acceptance
6.1 When we deliver a result, you have 10 working days to test it against the agreed scope and tell us in writing about anything that doesn’t meet it.
6.2 The result counts as accepted when you approve it, when those 10 working days pass without a report, or when you take it into production use.
6.3 Small issues that don’t stop you using the result don’t stop acceptance; we fix them as part of the aftercare below.
7. Aftercare
7.1 For 30 days after go-live, we fix free of charge any defect in what we built that means it doesn’t work as agreed.
7.2 Aftercare doesn’t cover problems caused by changes made by others, by third-party software or services (such as Microsoft updates), or by use outside what was agreed. We are happy to help with those under Switched-on support or a new quote.
8. Switched-on support and outcome retainers
8.1 Switched-on support is a bucket of hours per month or year. Unused hours roll over and stay valid for 12 months from the month they were bought; after that they expire.
8.2 Switched-on support and outcome retainers run month by month. You can change or stop them with one month’s notice, to the end of a calendar month.
8.3 An outcome retainer is a fixed monthly fee for outcomes we agree with you each month. If a month’s outcomes change, we agree the change before we start.
9. Ownership and intellectual property
9.1 Once you have paid in full, you own the code, designs, documentation and other results we made specifically for you.
9.2 We keep ownership of what we had before or build independently of you: our tools, templates, frameworks, playbooks (including the Copilot Adoption Framework materials) and know-how. Where they are part of what we deliver, you get a perpetual, non-exclusive licence to use them within your own organisation.
9.3 Third-party software and services (for example Microsoft, Anthropic, OpenAI or open-source components) remain subject to their own licences and terms.
9.4 We may mention that we worked with you and describe the work in general terms, only with your written permission. We never name a client or show their screens or data without it.
10. Confidentiality and data protection
10.1 We both keep confidential anything the other shares that is marked confidential or is obviously confidential, during and after the work.
10.2 Where we process personal data on your behalf, we sign a data processing agreement (verwerkersovereenkomst) with you before we start, and we follow the GDPR.
11. Liability
11.1 Our total liability for direct damage under or in connection with an agreement is limited to two times (2×) the fees paid under that agreement (aligned with the TTF MSA).
11.2 We are not liable for indirect or consequential damage, such as lost profit, lost savings, lost data or business interruption.
11.3 These limits don’t apply if the damage is caused by our intent or deliberate recklessness (opzet of bewuste roekeloosheid).
11.4 You must report any damage to us in writing within 6 months of discovering it; after that, the claim lapses.
12. Force majeure
12.1 We are not responsible for delays or failures caused by circumstances outside our reasonable control, such as illness, outages of third-party services, or government measures. If the situation lasts longer than 60 days, either of us may end the affected agreement in writing, and you pay for the work done until then.
13. Ending an agreement
13.1 Either of us may end an agreement with 30 days’ written notice. Either of us may end it straight away if the other seriously breaches it and doesn’t fix the breach within 14 days of a written notice.
13.2 If an agreement ends early, you pay for the work done and costs made up to that moment, and we hand over the results you have paid for.
14. Law and disputes
14.1 Dutch law applies.
14.2 We always try to solve a disagreement together first. If that doesn’t work within 30 days, we try mediation before going to court. If mediation doesn’t solve it, the competent Dutch court decides.
15. Mini Spark discount
15.1 Playing Mini Spark on our website gives a code for 5% off your first project. One per company, valid for 3 months. Not on Switched-on support hours or retainers, and it can’t be combined with other offers. It applies to your first project with us only.
15.2 The code is personal to your company and has no cash value. We may refuse it if it was obtained by misuse, for example with made-up details or by getting round the one-per-company rule.
16. Changes to these terms
16.1 We may update these terms. The version that applies is the one in force when the agreement starts. We publish the current version at thetransformationfoundry.nl/terms and send it with every quote.