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General Terms & Conditions / Algemene Voorwaarden

Last Updated: April 20, 2026

These General Terms & Conditions (Algemene Voorwaarden, hereafter "Terms") apply to every offer, quotation, and agreement between Rahimov Development (also trading as Rahimov.Dev, hereafter "Contractor"), an eenmanszaak registered with the Dutch Chamber of Commerce (KvK), and the client ("Client"), unless expressly agreed otherwise in writing.

These Terms are filed with the Dutch Chamber of Commerce and are provided to the Client before or at the moment of entering into the agreement. By accepting a quotation, sending a signed statement of work (SoW), or otherwise engaging the Contractor, the Client accepts these Terms.

Note: this English version is provided for convenience. In the event of a conflict between language versions, the version submitted with the signed SoW prevails.

1. Definitions

• Contractor: Rahimov Development / Rahimov.Dev, represented by Arthur Rahimov.
• Client: the natural or legal person engaging the Contractor for services.
• Agreement: any contract between Contractor and Client to which these Terms apply, including quotations, statements of work (SoW), master service agreements, and verbal orders subsequently confirmed in writing.
• Services: software development, AI agent development, technical architecture, technical leadership, consulting, and related professional services.
• Deliverables: any tangible or digital output produced under the Agreement (source code, documentation, diagrams, reports, recommendations).

2. Quotations and Formation of Agreement

Quotations are valid for 30 days from issuance unless stated otherwise. An Agreement comes into effect upon (i) Client's written acceptance of the quotation or SoW, (ii) signed MSA with an attached SoW, or (iii) Client's first payment against an invoice following a verbal or email confirmation.

3. Scope

The scope of Services is set out in the SoW. Any work outside the SoW ("additional work", meerwerk) is billed separately at the agreed hourly rate and requires prior written approval (email acceptable).

4. Fees, Invoicing, and Payment

• Fees are in euros (€), exclusive of 21% Dutch VAT (BTW), unless the reverse-charge mechanism applies (btw verlegd) for intra-EU B2B clients with a valid VAT-ID, or the service is outside the scope of EU VAT.
• Invoices are issued either (a) at the end of each calendar month for time-and-materials work, or (b) according to the milestone schedule set out in the SoW.
• Payment term: 14 days from invoice date by bank transfer to the IBAN stated on the invoice, unless a different term is agreed in writing.
• In case of late payment, Contractor is entitled to statutory commercial interest (wettelijke handelsrente, Art. 6:119a BW) plus reasonable collection costs (incassokosten) according to the Wet incassokosten (WIK).
• Contractor may suspend Services if an invoice is more than 14 days overdue, without liability for resulting delays.

5. Rates and Indexation

The agreed hourly or project rate applies for the duration of the SoW. For engagements longer than 12 months, the Contractor may index rates annually by CPI (Consumentenprijsindex, CBS) or a rate agreed at renewal, whichever is higher.

6. Execution of Services

• Contractor performs the Services as a best-efforts obligation (inspanningsverbintenis), not a results obligation, unless explicitly agreed otherwise in the SoW.
• Contractor is an independent contractor (ZZP / zelfstandige zonder personeel). There is no employment relationship (geen dienstbetrekking) between the Parties, per the Wet DBA and the Wet VBAR / its successor.
• Contractor determines how the work is performed, with Client input on priorities and deliverables.
• Contractor may engage subcontractors with prior notice to Client.

7. Client Cooperation

Client ensures timely provision of all information, access, approvals, and decisions reasonably required by Contractor. Delays caused by Client's non-cooperation extend the schedule and justify additional charges at the agreed hourly rate.

8. Intellectual Property

• On full payment of all invoices related to a deliverable, IP rights in the custom-developed work product are assigned to Client, unless the SoW specifies otherwise.
• Contractor retains ownership of (i) pre-existing tools, libraries, frameworks, and know-how ("Background IP"), (ii) generic code patterns, snippets, and internal templates. Client receives a perpetual, non-exclusive, royalty-free licence to use Background IP as embedded in the deliverables.
• Contractor may refer to the engagement in portfolio and marketing materials in a factual and non-confidential manner, unless the SoW specifies an NDA that forbids this.

9. Warranty and Defects

For 30 days after delivery of a software deliverable, Contractor will correct defects that demonstrably result from errors attributable to Contractor, free of charge. Defects must be reported in writing with a reproducible case. Warranty excludes issues caused by (i) Client modifications, (ii) third-party integrations outside Contractor's scope, (iii) infrastructure failures, (iv) changes in third-party APIs or libraries post-delivery.

10. Liability

• Contractor's total liability per Agreement is limited to the amount actually paid by Client in the three (3) months preceding the event giving rise to liability, with an absolute cap of €25,000 per event and per calendar year, unless a higher cap is agreed in writing.
• Contractor is not liable for indirect or consequential damages, including without limitation loss of profit, loss of revenue, loss of data, reputational damage, or business interruption.
• The limitations do not apply in case of intent (opzet) or deliberate recklessness (bewuste roekeloosheid) of Contractor.
• Client indemnifies Contractor for third-party claims arising from (i) materials, data, or instructions supplied by Client, (ii) use of deliverables outside their intended scope.

11. Confidentiality and Data Protection

• Each Party will keep confidential all non-public information of the other Party, during the Agreement and for three (3) years thereafter.
• Where Contractor processes personal data on behalf of Client (as "Processor" under Art. 28 GDPR), the Parties will execute a Data Processing Agreement (Verwerkersovereenkomst, DPA). A default DPA template is available on request; any divergent DPA supplied by Client is subject to Contractor's review.
• Contractor applies reasonable technical and organisational security measures appropriate to the risk.

12. Term and Termination

• Fixed-scope Agreements end upon delivery and full payment.
• Open-ended or retainer Agreements can be terminated by either Party with 30 days' written notice, unless the SoW specifies otherwise.
• Either Party may terminate immediately for material breach uncured within 14 days of written notice, insolvency of the other Party, or an event that fundamentally undermines the basis of the Agreement.
• On termination, Client pays for all Services rendered and expenses incurred up to the termination date.

13. Force Majeure

Neither Party is liable for failure to perform caused by events beyond reasonable control (force majeure, overmacht), including natural disasters, war, terrorism, serious illness, widespread infrastructure outages, or government measures. Affected Party notifies the other within a reasonable time and works in good faith to mitigate.

14. Governing Law and Disputes

These Terms and any Agreement are governed by the laws of the Netherlands, excluding the UN Convention on the International Sale of Goods (CISG). Disputes are submitted to the exclusive jurisdiction of the competent court in the district of Limburg, the Netherlands, without prejudice to the Parties' right to seek interim relief elsewhere.

15. Miscellaneous

• If any provision is held invalid or unenforceable, the remaining provisions remain in force; the Parties will replace the invalid provision with one that approximates its intent.
• Amendments to these Terms or to an Agreement must be in writing.
• Neither Party may assign its rights or obligations without the other Party's prior written consent.
• The English version of these Terms is provided for convenience; where a Dutch version is attached to the signed SoW, the Dutch version prevails in case of conflict.

16. Contact

Questions about these Terms? Email arthur@rahimov.dev.

A signed, dated, and client-customised version of these Terms accompanies every SoW. The version on this page is informational; the signed version prevails.