Terms and Conditions
Last updated: 9 July 2026
1. Definitions
- Rainvalley: the sole proprietorship of Rainvalley, established in the Netherlands, registered with the Dutch Chamber of Commerce (KvK) under number 42143979, VAT ID NL869912884B01.
- Client: the natural or legal person who enters into an agreement with Rainvalley, or to whom Rainvalley has issued a quotation.
- Agreement: any agreement of assignment between Rainvalley and Client, including any amendments and additions thereto.
- Services: all work that is the subject of an agreement, including front-end development, web automation and technical advice.
2. Applicability
- These terms and conditions apply to all quotations, agreements and services provided by Rainvalley, unless otherwise agreed in writing.
- The applicability of any purchasing or other conditions of Client is expressly rejected.
- Deviations from these terms are only valid if agreed in writing between the parties.
3. Quotations and formation of agreement
- All quotations issued by Rainvalley are non-binding and valid for 30 days, unless explicitly stated otherwise.
- An agreement is formed once Client has accepted a quotation in writing (including by email), or once Rainvalley starts carrying out the work at Client's request.
- Changes to or additions to an agreement only take effect after mutual written confirmation and may affect the agreed price and schedule.
4. Performance
- Rainvalley performs the work to the best of its knowledge and ability. All obligations of Rainvalley are best-efforts obligations; Rainvalley does not guarantee that any intended result will be achieved.
- Rainvalley determines the manner in which, and by whom, the work is carried out, taking into account what the parties have agreed.
- Stated deadlines are indicative and never constitute a strict deadline, unless explicitly agreed otherwise in writing.
5. Fees and payment
- Work is invoiced on the basis of a fixed fee or an hourly rate, as stated in the quotation. Stated fees exclude VAT and any other charges.
- Invoices must be paid within 14 days of the invoice date.
- If this payment term is exceeded, Client is in default by operation of law and statutory commercial interest under Section 6:119a of the Dutch Civil Code is owed on the outstanding amount, without any further notice of default being required.
- Extrajudicial collection costs are for Client's account, with a minimum in accordance with the statutory scale for extrajudicial collection costs.
- Rainvalley is entitled to suspend the work as long as outstanding invoices have not been paid.
6. Intellectual property
- All intellectual property rights to the works developed or made available by Rainvalley — including software, source code, designs and documentation — rest exclusively with Rainvalley, even if these were developed on Client's instructions.
- These rights remain vested in Rainvalley until Client has paid all amounts owed under the agreement in full.
- After payment in full, Client obtains a right of use to the delivered works, or the intellectual property rights are transferred, as agreed in writing between the parties.
- Client is not permitted to remove or alter any indications regarding copyrights, trademarks, trade names or other intellectual property rights.
7. Liability
- Rainvalley's liability for damage arising from or related to the performance of an agreement is at all times limited to the amount invoiced by Rainvalley to Client for the relevant assignment in the six months preceding the event from which the damage arose.
- Rainvalley is never liable for indirect damage, including consequential damage, loss of profit, missed savings and damage due to business interruption.
- The limitations of this article do not apply insofar as the damage is the result of intent or wilful recklessness on the part of Rainvalley.
8. Force majeure
- Rainvalley is not obliged to fulfil any obligation if prevented from doing so as a result of force majeure, including disruptions at hosting providers, internet outages, illness and other circumstances beyond its control.
- If the force majeure situation continues for longer than 30 days, both parties have the right to dissolve the agreement for the non-performable part, without any obligation to pay compensation.
9. Confidentiality
- Both parties undertake to keep confidential all confidential information they have received from each other in the context of the agreement.
- This obligation does not apply to information that is already public, other than through a breach of this provision.
10. Term and termination
- Agreements for a definite period end by operation of law upon completion of the agreed work, unless otherwise agreed.
- Agreements for an indefinite period, including ongoing management or maintenance arrangements, may be terminated in writing by either party subject to one month's notice.
- Rainvalley may terminate the agreement with immediate effect if Client is in default of payment, applies for a suspension of payments or bankruptcy, or is otherwise unable to meet its obligations.
11. Governing law and jurisdiction
- Dutch law exclusively applies to all agreements between Rainvalley and Client.
- Disputes are submitted to the competent court in the district where Rainvalley is established, unless mandatory law prescribes otherwise.
Questions about these terms and conditions? Get in touch via info@rainvalley.nl.