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General Terms and Conditions – Drydock ERP B.V.

Version: April 17, 2026

Article 1 – Definitions

In these terms, the following definitions apply:

  • Drydock: Drydock ERP B.V., located in Groningen, registered with the Chamber of Commerce under number 99951193.
  • Client: any natural or legal person who enters into an agreement with Drydock.
  • Agreement: any arrangement between parties regarding services.
  • Services: all services provided by Drydock, including implementation, configuration, integration, consultancy, and support of ERP systems, including Odoo.
  • Software: software, including Odoo, including customizations and configurations.

Article 2 – Applicability

  1. These terms apply to all offers, agreements, and work performed by Drydock.
  2. Deviations are only valid if agreed upon in writing.
  3. General terms and conditions of the Client are expressly rejected.

Article 3 – Formation of the Agreement

  1. All offers are non-binding and valid for 30 days.

  2. The agreement is established by:

    • written acceptance, or
    • actual commencement of the work.
  3. Electronic communication is considered as written.

Article 4 – Execution of the Services

  1. Drydock executes the agreement to the best of its knowledge and ability (effort obligation).
  2. Drydock operates according to common standards within the IT and ERP sector.

  3. The client is responsible for:

    • timely and accurate information
    • availability of key users
    • internal decision-making

Article 5 – Projects and acceptance

  1. Implementations proceed in phases (analysis, configuration, delivery).
  2. If no explicit acceptance procedure has been agreed upon, delivery is considered accepted upon use.
  3. Minor deviations do not constitute grounds for rejection.

Article 6 – Software and third parties (Odoo)

  1. Drydock provides services related to third-party software, including Odoo.
  2. Licenses are subject to the terms of the respective supplier.

  3. Drydock is not liable for:

    • errors in standard software
    • changes by suppliers
    • availability of cloud services

Article 7 – Additional work

  1. Work outside the agreed scope is considered additional work.
  2. Additional work will be performed on a post-calculation basis at applicable rates.
  3. Drydock will inform the client about this in a timely manner.

Article 8 – Rates and payment

  1. All prices are exclusive of VAT and other charges.
  2. Payment must be made within 14 days of the invoice date.

  3. In case of late payment:

    • statutory commercial interest is due
    • work may be suspended
  4. All collection costs are the responsibility of the Client.

Article 9 – Deadlines

  1. Specified deadlines are indicative.
  2. Exceeding them does not entitle to compensation or termination.

Article 10 – Liability

  1. The total liability of Drydock is limited to:

    • the amount of the agreement, or
    • a maximum of the amount invoiced in the 3 months prior

  2. Liability for indirect damage is excluded, including:

    • consequential damage
    • loss of profit
    • data loss
  3. Liability arises solely in the case of attributable shortcoming.

Article 11 – Force Majeure

  1. Force majeure is understood to mean any circumstance beyond the control of Drydock.
  2. Obligations are suspended during the force majeure.
  3. In the case of prolonged force majeure (>60 days), both parties may terminate.

Article 12 – Intellectual Property

  1. All intellectual property rights remain with Drydock or its licensors.
  2. The Client acquires a non-exclusive right of use.
  3. It is not permitted to reproduce or exploit software or solutions without permission.

Article 13 – Confidentiality

  1. The parties commit to confidentiality of confidential information.
  2. This obligation remains in effect after termination.

Article 14 – Termination

  1. Both parties may terminate the agreement in writing.
  2. Work already performed will be invoiced.
  3. The client remains obligated to pay the incurred costs.

Article 15 – Applicable law

  1. Dutch law applies to these terms.
  2. Disputes will be submitted to the competent court in the Netherlands.