Terms and conditions

1. Definitions

1. RatioNexa: the sole proprietorship trading as RatioNexa, based in Amsterdam, the Netherlands.
2. Client: the natural person or legal entity that enters into an agreement with RatioNexa.
3. Agreement: any arrangement for the provision of services, laid down in a quotation, order confirmation or email.
4. Services: software development, business consulting with online advertising, and coaching.
5. Consumer: a Client who is not acting in the course of a profession or business.
6. In writing: on paper or by email.

2. Applicability

1. These terms apply to all quotations, agreements and work of RatioNexa.
2. Deviations apply only when agreed in writing. In case of conflict, the quotation or order confirmation prevails over these terms.
3. Purchasing or other terms of the Client do not apply.
4. If a provision is void or voidable, the remaining provisions remain in force and the parties replace the provision with a valid one that comes as close as possible to its intent.
5. Where the Dutch and English texts of these terms differ, the Dutch text is binding.

3. Quotations and conclusion

1. Quotations are without obligation and valid for thirty days, unless stated otherwise.
2. An agreement is concluded by written acceptance of the quotation (email suffices) or when RatioNexa starts the work at the Client's request.
3. Prices are in euros and exclusive of VAT. For coaching offered to consumers, prices are stated inclusive of VAT.
4. A quotation does not automatically apply to follow-up assignments.

4. Performance

1. RatioNexa performs the assignment to the best of its knowledge and ability. This is a best-efforts obligation, unless a specific result has been expressly agreed.
2. The Client provides in good time the information, access and cooperation reasonably required. Delays caused by their absence are at the Client's risk and expense.
3. Stated deadlines are indicative and not strict deadlines, unless agreed otherwise in writing.
4. RatioNexa may engage third parties for parts of the work; coaching sessions are always conducted by RatioNexa personally. Where engaging third parties involves the Client's personal data or confidential information, this is done in consultation.
5. Changes in scope (additional work) are agreed in writing in advance, including the consequences for price and planning.

5. Rates, invoicing and payment

1. RatioNexa works with a fixed price per phase, an hourly rate or a monthly rate, as stated in the quotation. Projects are invoiced per phase, at the start of the phase.
2. The payment term is fourteen days from the invoice date.
3. If payment is not made on time, a business Client is in default without notice of default and owes the statutory commercial interest and a reasonable compensation for collection costs. A Consumer first receives a reminder with a fourteen-day term; after that the statutory interest is due, and collection costs up to the maximum under the Dutch Decree on compensation for extrajudicial collection costs.
4. RatioNexa may suspend the work as long as a due invoice remains unpaid.
5. Objections to an invoice are reported in writing within fourteen days. For business Clients an objection does not suspend the payment obligation.

6. Software: delivery and intellectual property

1. RatioNexa transfers the copyright in the source code developed specifically for the Client to the Client upon full payment and, on request, records that transfer in a deed signed by both parties. Until the transfer, the Client holds an exclusive, worldwide, perpetual and transferable licence. To the extent the law allows, RatioNexa waives its moral rights.
2. Excluded are generic components, tools and know-how of RatioNexa, and open-source components, which fall under their own licences. RatioNexa may reuse generic components.
3. The Client tests a delivery within fourteen days and reports defects in writing. Reported defects are fixed. If no report is made, or the software is taken into use, the delivery is deemed accepted.
4. Maintenance, hosting and further development are part of the agreement only if agreed separately.
5. RatioNexa names the Client as a reference only with prior consent.

7. Business consulting and online advertising

1. Advice is based on the information provided by the Client. RatioNexa does not guarantee results that depend on decisions of the Client or of third parties, such as advertising platforms.
2. Advertising budgets are paid by the Client directly to the platform. RatioNexa manages accounts in the Client's name and receives no fee or commission from platforms.
3. Ongoing support can be cancelled per calendar month; notice can be given in writing up to and including the last day of the month.
4. At the end of the agreement, RatioNexa hands over access to accounts to the Client and revokes its own access.

8. Coaching

1. Coaching is not therapy or medical treatment. If there are signs of a mental health problem, RatioNexa refers the client to their GP or a mental health professional.
2. An appointment can be rescheduled or cancelled free of charge up to 24 hours in advance. After that, the session rate is charged, except in cases of force majeure.
3. A programme consists of the number of sessions agreed in advance, invoiced per session afterwards. If no new session has been scheduled six months after the last appointment, the programme is considered completed; a continuation is agreed anew.
4. A Consumer who concludes an agreement at a distance (for example by email) or off-premises may withdraw within fourteen days of conclusion without giving reasons, by email or using the statutory model form that RatioNexa sends with the confirmation. If coaching starts within that period at the Consumer's express request, the Consumer pays pro rata for the sessions already delivered upon withdrawal. If the programme has been fully performed within the period, the right of withdrawal lapses. The free introductory conversation is not covered by this.
5. Everything shared in sessions is confidential, except where the law obliges RatioNexa to report or in case of acute danger to the participant or others. See also the privacy statement.

9. Confidentiality and personal data

1. The parties keep each other's confidential information secret, also after the agreement has ended.
2. RatioNexa processes personal data in accordance with the privacy statement. Where RatioNexa acts as a processor for the Client, the parties conclude a data processing agreement.

10. Liability

1. RatioNexa is liable only for direct damage resulting from an attributable failure.
2. Liability is limited to the amount the Client has paid for the assignment concerned, for ongoing agreements to the amount of the last three months. If a professional liability insurance of RatioNexa pays out a higher amount in the case concerned, that amount is the maximum. These limitations do not apply in case of intent or deliberate recklessness on the part of RatioNexa.
3. RatioNexa is not liable for indirect damage, such as consequential loss, lost profit, missed savings, loss of data and business interruption, unless there is intent or deliberate recklessness.
4. The Client is responsible for backups of its own data and for decisions taken on the basis of advice or coaching.
5. A claim for damages lapses twelve months after the moment the Client discovered or could have discovered the damage.

11. Termination and dissolution

1. For projects with a fixed price per phase, the Client may decide after each phase not to continue. The current phase is settled.
2. In case of early termination, the work performed and costs incurred up to that point are invoiced.
3. In case of bankruptcy, suspension of payments or a persistent failure of the other party, a party may terminate (ontbinden) the agreement with immediate effect in writing.

12. Force majeure

1. In case of force majeure, including illness, failures at third parties, network or power failures and government measures, obligations are suspended for as long as the force majeure lasts.
2. If the force majeure lasts longer than sixty days, both parties may terminate the agreement without compensation. Services already delivered are settled.

13. Complaints

1. Complaints are reported in writing within fourteen days of discovery. RatioNexa responds within fourteen days and first seeks a solution in consultation. A late report does not limit a Consumer's rights.

14. Applicable law and disputes

1. Dutch law applies to all agreements.
2. Disputes are submitted to the District Court of Amsterdam, unless mandatory law provides otherwise. A Consumer may, within one month after RatioNexa has invoked this provision in writing, opt for the court competent under the law.

15. Changes

1. RatioNexa may amend these terms. For ongoing agreements, the version in force at the time of conclusion continues to apply, unless the Client agrees to the new version. The current version is always available at rationexa.com.

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