Terms of Service

These Terms of Service (“Terms”) govern your use of the website operated by Serious Rooster Consultancy B.V. and outline the general conditions applicable to inquiries, interactions, and preliminary engagements with our company. By accessing or using our website, you agree to be bound by these Terms.

1. Definitions

In these Terms, the following definitions apply:

• “Company”, “we”, “us”, or “our” refers to Serious Rooster Consultancy B.V., registered with the Dutch Chamber of Commerce (KvK) under number 95350225, with its registered office at Kerkewijk 95, 3901 EC Veenendaal, The Netherlands.
• “Client”, “you”, or “your” refers to any natural person or legal entity that accesses our website or engages with our services.
• “Website” refers to the website accessible at seriousrooster.com and all associated subdomains.
• “Services” refers to the professional consultancy services offered by the Company, as described in Section 3 of these Terms and further detailed in any separate agreement.
• “Agreement” refers to any separate written contract, statement of work, or engagement letter entered into between the Company and a Client for the provision of specific Services.
• “Deliverables” refers to any reports, documents, software, configurations, or other work products created by the Company in the course of providing Services under a separate Agreement.
• “Intellectual Property” refers to all patents, copyrights, trademarks, trade secrets, know-how, methodologies, and any other proprietary rights.

2. Applicability

2.1. These Terms apply to all use of the Website, all service inquiries submitted through the Website or via email, and all preliminary interactions between you and the Company prior to the execution of a separate Agreement.

2.2. The provision of specific Services is governed by a separate Agreement between the Company and the Client. In the event of a conflict between these Terms and the provisions of a separate Agreement, the separate Agreement shall prevail with respect to the Services covered therein.

2.3. The Company reserves the right to amend these Terms at any time. The most current version will be published on the Website with an updated “Last Updated” date. Continued use of the Website after any changes constitutes acceptance of the revised Terms.

2.4. Any terms and conditions put forward by the Client are expressly rejected unless explicitly accepted by the Company in writing.

3. Services Description

3.1. Serious Rooster Consultancy B.V. is a software delivery governance consultancy serving European small and medium-sized enterprises. Our areas of expertise include, but are not limited to:

• Discovery & Assessment
• Delivery Governance & Advisory
• Application Support
• Quality Assurance & Testing
• DevOps & Infrastructure
• Delivery Projects
• Managed Services & Data Ops

3.2. The information presented on the Website regarding our Services is of a general and informative nature. It does not constitute a binding offer or commitment to deliver specific results.

3.3. The scope, deliverables, timelines, fees, and other specifics of any engagement are defined exclusively in a separate Agreement negotiated and signed by both parties. No work shall commence, and no obligations shall arise on the part of the Company, until such an Agreement has been duly executed.

3.4. The Company shall perform its Services to the best of its professional ability, exercising reasonable skill and care in accordance with generally accepted industry standards. Unless explicitly stated otherwise in a separate Agreement, all obligations of the Company are obligations of effort (inspanningsverbintenissen) and not obligations of result (resultaatsverbintenissen).

4. Use of the Website

4.1. You may use the Website for lawful purposes only and in a manner consistent with these Terms and all applicable laws and regulations.

4.2. You agree not to:

• Use the Website in any way that could damage, disable, overburden, or impair the Website or interfere with any other party’s use of the Website.
• Attempt to gain unauthorised access to any part of the Website, server, or any systems or networks connected to the Website.
• Use automated tools, bots, scrapers, or similar technologies to access, collect, or extract data from the Website without our prior written consent.
• Transmit any viruses, malware, or other harmful code through the Website.
• Use the Website to send unsolicited communications or for any fraudulent or deceptive purpose.
• Reproduce, duplicate, copy, sell, or otherwise exploit any portion of the Website for commercial purposes without our express written permission.

4.3. The Company reserves the right to restrict or terminate access to the Website at its sole discretion, without prior notice, for any user who violates these Terms.

5. Intellectual Property

5.1. All content on the Website, including but not limited to text, graphics, logos, images, design elements, software, and the underlying code, is the property of Serious Rooster Consultancy B.V. or its licensors and is protected by Dutch and international intellectual property laws.

5.2. No part of the Website may be reproduced, distributed, modified, or otherwise used without the prior written consent of the Company, except for personal, non-commercial viewing in a web browser.

5.3. The Serious Rooster name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company. You may not use such marks without the prior written permission of the Company.

5.4. Intellectual property rights relating to Deliverables produced under a separate Agreement are governed exclusively by the terms of that Agreement. In the absence of specific provisions in such an Agreement, the Company retains all Intellectual Property rights to its Deliverables, methodologies, tools, frameworks, and pre-existing work.

6. Confidentiality

6.1. Both parties acknowledge that in the course of any interaction, inquiry, or engagement, they may receive or become aware of confidential information belonging to the other party (“Confidential Information”). Confidential Information includes, but is not limited to, business plans, technical data, financial information, client lists, and any information marked as confidential or that a reasonable person would understand to be confidential.

6.2. Each party agrees to:

• Keep Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the disclosing party.
• Use Confidential Information solely for the purpose for which it was disclosed.
• Take reasonable measures, at least equivalent to those used to protect its own confidential information, to safeguard the other party’s Confidential Information.

6.3. The obligations of confidentiality do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was already known to the receiving party prior to disclosure, as evidenced by written records.
• Is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
• Is disclosed pursuant to a legal obligation, court order, or regulatory requirement, provided that the receiving party gives prompt notice to the disclosing party to the extent legally permitted.

6.4. Where a specific engagement requires enhanced confidentiality protections, the parties may enter into a separate non-disclosure agreement, which shall supplement these provisions.

7. Liability Limitations

7.1. The Website is provided on an “as is” and “as available” basis. The Company makes no warranties or representations, express or implied, regarding the accuracy, completeness, reliability, or availability of the Website or its content.

7.2. To the maximum extent permitted by Dutch law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunities, or business interruption, arising out of or in connection with the use of or inability to use the Website.

7.3. With respect to Services provided under a separate Agreement, the Company’s total aggregate liability for any and all claims arising out of or relating to the Agreement shall not exceed the total fees actually paid by the Client to the Company under that Agreement in the twelve (12) months preceding the event giving rise to the claim, unless otherwise specified in the Agreement.

7.4. The limitations of liability set out in this section do not apply to damages resulting from wilful misconduct (opzet) or gross negligence (grove schuld) on the part of the Company or its management.

7.5. Any claim for damages must be submitted to the Company in writing within a reasonable time after the Client becomes aware, or should reasonably have become aware, of the damage, and in any event no later than twelve (12) months after the event giving rise to the claim. Failure to submit a claim within this period shall result in the forfeiture of the right to compensation.

8. Force Majeure

8.1. The Company shall not be liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control (“Force Majeure”). Force Majeure events include, but are not limited to: natural disasters, pandemics, government actions or orders, war, terrorism, riots, embargoes, labour disputes, power failures, internet or telecommunications failures, cyberattacks, and failures of third-party service providers.

8.2. In the event of Force Majeure, the Company shall promptly notify the affected party and use reasonable efforts to mitigate the impact. The Company’s obligations shall be suspended for the duration of the Force Majeure event.

8.3. If a Force Majeure event continues for a period exceeding ninety (90) days, either party may terminate the affected engagement by providing written notice to the other party, without any liability for such termination.

9. Privacy

9.1. The Company processes personal data in accordance with the General Data Protection Regulation (GDPR) and other applicable Dutch and European data protection legislation.

9.2. Our collection, use, and protection of personal data through the Website and in connection with our Services is described in our Privacy Policy. By using the Website, you acknowledge that you have read and understood our Privacy Policy.

9.3. Any data processing activities carried out in the context of a specific Service engagement shall be governed by a separate data processing agreement where required by applicable law.

10. Governing Law & Dispute Resolution

10.1. These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Netherlands.

10.2. The parties shall first attempt to resolve any dispute arising out of or in connection with these Terms through good-faith negotiations. If the dispute cannot be resolved amicably within thirty (30) days, it shall be submitted to the exclusive jurisdiction of the competent court in the district of Midden-Nederland, The Netherlands.

10.3. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

11. Severability

11.1. If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision shall be deemed severed from these Terms to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

11.2. In the event that a provision is severed, the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely reflects the original intent and economic effect of the severed provision.

12. Contact Information

If you have any questions about these Terms or wish to get in touch with us, please contact:

Serious Rooster Consultancy B.V. Kerkewijk 95 3901 EC Veenendaal The Netherlands

KvK: 95350225 Email: info@seriousrooster.com Website: seriousrooster.com