straops

Because mature businesses need more than improvisation.

General Terms & Conditions

StraOps | Chamber of Commerce (KvK): 97557919 | Website: https://straops.com/ | Email: info@straops.com
Version: January 2026

Article 1. Definitions

  1. StraOps: The sole proprietorship / enterprise operating under the name StraOps, registered with the Trade Register of the Dutch Chamber of Commerce under number 97557919, user of these general terms and conditions and contractor.
  2. Client: The natural person acting in the course of a profession or business, or the legal entity that engages StraOps, requests an offer/quote, or enters into an Agreement with StraOps.
  3. Agreement: Any arrangement or agreement between StraOps and Client regarding the performance of work, advisory services, or other deliverables, including any amendments, annexes, and additions thereto.
  4. Services: All work for which an order or engagement has been granted, including but not limited to strategic and operational advice, IT consultancy, project management, interim management, audits, assessments, analyses, and workshops.
  5. Documents / Data: All information, documentation, data files, software, access credentials/accounts, and data carriers provided by Client to StraOps.

Article 2. Applicability

  1. These General Terms and Conditions apply to all offers, quotes, deliverables, assignments, and agreements of or with StraOps.
  2. Exclusion of Client’s Terms: The applicability of any purchase, procurement, or other terms and conditions of Client is hereby expressly rejected.
  3. Derogations from these General Terms and Conditions shall only be valid if explicitly agreed upon in writing between the parties.
  4. Should one or more provisions of these General Terms and Conditions be void, invalid, or annulled, the remaining provisions shall remain in full force and effect. In such event, the parties will consult to agree upon replacement provisions that approximate the intent and purpose of the original provision as closely as possible.

Article 3. Quotes, Formation, and Amendments of the Agreement

  1. All quotes and price proposals issued by StraOps are non-binding and valid for 30 days, unless expressly stated otherwise in writing.
  2. The Agreement is formed at the moment Client approves the quote in writing or electronically, or at the moment StraOps begins actual performance of the Services with Client’s consent.
  3. Out-of-Scope Work (Additional Work): If, during the execution of the Agreement, Client requests additional work or changes that fall outside the initial scope of the engagement, this shall constitute additional work (meerwerk). StraOps will bill this additional work based on its standard hourly rates applicable at that time, unless agreed otherwise in writing. The lack of a prior written order for additional work does not affect Client’s obligation to pay, provided StraOps could reasonably assume that the work was desired.

Article 4. Nature of Services: Best-Efforts Obligation

  1. No Guarantee of Results: All Services rendered and advice provided by StraOps are executed to the best of its knowledge, expertise, and ability. StraOps is subject at all times to an obligation of best efforts (inspanningsverplichting) and explicitly not an obligation to achieve a specific result (resultaatsverplichting).
  2. StraOps does not guarantee that its advice or deliverables will yield the commercial, operational, strategic, or financial outcomes intended by Client.
  3. Any completion dates or project timelines indicated are purely indicative and shall never be regarded as strict legal deadlines (fatale termijnen), unless explicitly agreed upon in writing as a strict deadline.
  4. Client’s Sole Responsibility: Any strategic, business, or IT decisions made by Client based on reports, advice, or recommendations from StraOps remain at all times at Client’s sole expense and risk. StraOps shall not be held liable for final decision-making nor for the implementation thereof by Client or third parties.

Article 5. Cooperation by Client

  1. Client shall ensure that all data, licenses, documents, IT access, systems, and other information indicated by StraOps as necessary are provided accurately, completely, and in a timely manner.
  2. Client warrants the accuracy, reliability, and completeness of the data and systems made available by or on behalf of Client. StraOps is under no obligation to independently verify the accuracy or authenticity of received data.
  3. If the data required for performance is not made available in time or in accordance with arrangements, StraOps reserves the right to suspend performance of the Agreement and to invoice the resulting additional costs and waiting time to Client at its standard rates.
  4. Client is solely responsible for maintaining adequate security and up-to-date backups of all its systems, databases, and software prior to StraOps performing any work.

Article 6. Engagement of Third Parties

  1. StraOps is entitled to engage subcontractors, interim professionals, or external experts for the execution of parts of the work without requiring Client’s prior consent.
  2. The applicability of Articles 7:404, 7:407(2), and 7:409 of the Dutch Civil Code (Burgerlijk Wetboek) is explicitly excluded (engagements are not entrusted to a specific individual; joint and several liability of partners/contractors is excluded).

Article 7. Rates, Invoicing, and Payment

  1. Unless agreed otherwise in writing, work is performed on a time-and-materials basis at the agreed hourly or daily rates of StraOps. Travel time, travel expenses, and out-of-pocket costs may be invoiced separately.
  2. All rates and prices quoted by StraOps are in Euros and exclusive of VAT (BTW), government levies, and any third-party license fees.
  3. StraOps is entitled to adjust its rates annually on January 1st in accordance with the Dutch CBS services producer price index, or by an inflation adjustment of up to 5%.
  4. Payment Term: Invoices must be paid within 14 days of the invoice date into the bank account designated by StraOps, without any deduction, discount, suspension, or set-off.
  5. Default and Collection: If payment is not received within the payment term, Client is automatically in legal default without notice being required. From that moment, Client owes statutory commercial interest under Dutch law (Art. 6:119a Dutch Civil Code), plus extrajudicial collection costs set at a minimum of 15% of the outstanding principal amount, with an absolute minimum of €150.
  6. In the event of default, StraOps reserves the right to suspend all ongoing assignments and advisory work with immediate effect until all outstanding payments have been settled in full, without incurring any liability for delay-related damages.

Article 8. Intellectual Property and Usage Rights

  1. All intellectual property rights (including copyrights, trademarks, database rights, trade secrets, and patents) in and to all advice, documentation, reports, templates, models, architectures, methodologies, and software developed or made available by StraOps remain at all times exclusively vested in StraOps or its licensors.
  2. Client acquires solely a non-exclusive, non-transferable, and non-sublicensable right of use to utilize the delivered advisory deliverables within its own organization for the purpose intended by the assignment.
  3. This right of use only becomes effective once Client has fully satisfied all financial obligations arising under the Agreement.
  4. Without prior written consent from StraOps, Client is strictly prohibited from publishing, duplicating, commercially exploiting, or disclosing the delivered advice, designs, or documentation to third parties.

Article 9. Limitation of Liability (Risk Mitigation)

  1. Limitation of Liability: The total aggregate liability of StraOps for an attributable breach of the Agreement or on any other legal ground (including tort / unlawful act) is at all times strictly limited to compensation for direct damages only.
  2. Liability Cap: The total aggregate liability for direct damages per event (where a series of connected events counts as one event) is capped at the invoice amount paid to StraOps for the specific services from which the damage arose (excl. VAT), and in the case of continuing performance contracts, up to a maximum of the fees invoiced over the last 3 months prior to the damaging incident. In no event shall total liability exceed the amount disbursed under StraOps’ professional indemnity insurance policy in the relevant case, or an absolute cap of €10,000 if no insurance payout is made.
  3. Exclusion of Consequential and Indirect Damages: Any liability of StraOps for indirect, incidental, or consequential damages is strictly excluded. This includes, without limitation:
    • Consequential loss, loss of profits, lost savings, business interruption, loss of goodwill, and reputational damage;
    • Downtime or outages of IT infrastructure, hardware, networks, and telecommunication systems;
    • Mutilation, corruption, loss, or destruction of data or data files;
    • Damages arising from cyber incidents, data breaches, malware, ransomware, or security breaches within Client’s environment;
    • Damages resulting from strategic decisions, system implementations, or software configurations made or executed by Client or third parties engaged by Client based on StraOps’ advice.
  4. Lapse of Claims: Any claim for damages against StraOps lapses (vervalt) by the mere expiry of 12 months after the claim arose, and in any event within 12 months after termination of the specific assignment.
  5. The exclusions and limitations of liability set forth in this article do not apply if and to the extent that the damages result from intentional misconduct (opzet) or gross negligence (bewuste roekeloosheid) by the management of StraOps.

Article 10. Indemnification by Client

  1. Client shall indemnify, defend, and hold harmless StraOps, its employees, and any third parties engaged by StraOps from and against all third-party claims (including claims by Client’s employees, clients, and regulatory authorities such as data protection authorities) arising out of or related to the execution of the Agreement.
  2. Client shall compensate StraOps for all reasonable costs, legal fees, damages, and fines incurred by StraOps as a result of such third-party claims.

Article 11. Force Majeure

  1. StraOps is not bound to fulfill any obligation if prevented from doing so as a result of force majeure.
  2. Force majeure includes, without limitation: illness or unavailability of key personnel of StraOps, network outages, cyber attacks (such as DDoS attacks), unauthorized access/hacking, power failures, disruptions in third-party cloud services or telecom infrastructure, strikes, government mandates, fire, natural disasters, or defaults by StraOps’ suppliers.
  3. If a force majeure event continues for more than 30 consecutive days, either party has the right to terminate the Agreement in writing without liability for damages. Services already performed will be settled on a pro-rata basis.

Article 12. Confidentiality and Non-Solicitation

  1. Both parties are obligated to maintain strict confidentiality regarding all confidential information acquired from each other or from other sources under the Agreement. Information is deemed confidential if designated as such by the disclosing party or if confidential nature follows from the substance of the information (such as business secrets, source code, financial details, and strategic roadmaps).
  2. Non-Solicitation: During the term of the Agreement and for a period of 12 months following its termination, Client is prohibited from directly or indirectly hiring, employing, or otherwise contracting with any personnel, freelancers, or subcontractors deployed by StraOps for the assignment, without prior written consent from StraOps.
  3. In the event of a breach of clause 12.2, Client shall forfeit to StraOps an immediately due and payable penalty of €25,000 per violation, plus €1,000 for each day the violation continues, without prejudice to StraOps’ right to claim full compensation for actual damages sustained.

Article 13. Term, Early Termination, and Dissolution

  1. An Agreement entered into for a fixed term or for a specific project cannot be terminated prematurely by Client, unless explicitly agreed otherwise in writing.
  2. In the event of early termination by Client, Client is required to pay in full all fees for hours worked and costs incurred up to that date, plus 50% of the remaining contractual fee that would have been payable for the uncompleted portion of the assignment, by way of liquidated compensation for reserved capacity and lost revenue.
  3. StraOps is entitled to terminate or dissolve the Agreement in whole or in part with immediate effect, without court intervention, if Client applies for suspension of payments (surseance van betaling), is declared bankrupt, liquidates or ceases business activities, or commits a material breach of the Agreement.

Article 14. Data Protection (GDPR)

  1. Insofar as StraOps accesses or processes personal data on behalf of Client during the performance of the Services, Client acts as the data controller and StraOps acts as a data processor pursuant to the General Data Protection Regulation (GDPR).
  2. If required by law, parties shall enter into a separate Data Processing Agreement (DPA) prior to any recurring or substantive processing of personal data.
  3. Client warrants that the processing of personal data by StraOps is lawful, transparent, and does not infringe upon data subjects’ rights. Client indemnifies StraOps against all fines, penalties, and third-party claims in this regard.

Article 15. Governing Law and Dispute Resolution

  1. All legal relationships between StraOps and Client shall be governed exclusively by the laws of the Netherlands. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
  2. Parties commit to endeavor to resolve any dispute through amicable negotiation before initiating formal legal proceedings.
  3. All disputes arising out of or connected with the Agreement shall be submitted exclusively to the competent court in the judicial district where StraOps has its principal place of business in the Netherlands.

Our General Terms and Conditions apply to all our quotes, agreements, and services. These can be consulted at https://straops.com/ and will be sent free of charge upon request. The applicability of any terms and conditions of the client is expressly rejected.