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 consulting, consultancy, implementation, configuration, integration, migration, custom development, training, support, and management of ERP systems and other information systems, including Odoo.

Software: software, including Odoo, including customizations, configurations, connections, and extensions.

Article 2 – Applicability and relationship to NLdigital Terms

1. These terms apply to all offers, agreements, and work performed by Drydock.
2. The most recent NLdigital Terms also apply to all agreements between Drydock and the Client.
3. These General Terms and Conditions supplement the NLdigital Terms. To the extent that these General Terms and Conditions do not explicitly deviate, the provisions of the NLdigital Terms shall apply in full.
4. In the event of a conflict between these General Terms and Conditions and the NLdigital Terms, the provisions of these General Terms and Conditions shall prevail.
5. By entering into an agreement, the Client declares to have taken note of both these General Terms and Conditions and the NLdigital Terms and agrees to them.
6. The NLdigital Terms are available at:
   https://www.nldigital.nl/voorwaarden
7. General terms and conditions of the Client are expressly rejected.
8. 
   

Article 3 – Formation of the Agreement

1. All quotes are non-binding and valid for 30 days, unless otherwise stated.

2. The agreement is established by:

   • written acceptance of a quote or proposal; or
   • actual commencement of the work.
3. Electronic communication is considered as written.
4. 
   

Article 4 – Execution of services and projects

1. Drydock executes the agreement to the best of its knowledge and ability, in accordance with the requirements of good craftsmanship and in line with generally accepted professional standards within the ICT sector.
2. Unless expressly agreed otherwise in writing, all services are performed on the basis of a best efforts obligation and not on the basis of a results obligation.

3. The client acknowledges that the success of software implementations and automation projects is also dependent on factors outside the influence of Drydock, including:

   • the quality, completeness, and availability of data;
   • the cooperation of the client;
   • the availability of employees and key users;
   • the cooperation of third parties;
   • changes in business processes;
   • technical dependencies on external systems and suppliers.
4. Project schedules, lead times, budgets, time estimates, and implementation plans are drawn up based on the information available at that time and serve only as indicative forecasts, unless agreed otherwise in writing.

5. The client is responsible for timely and complete cooperation, including providing:

   • necessary information;
   • documentation;
   • test data;
   • access to systems;
   • internal decision-making
   • availability of relevant employees.
6. Delays that arise because the client does not timely fulfill these obligations may lead to adjustments in planning, scope, capacity, and costs.
7. 
   

Article 5 – Projects and acceptance

1. Implementations can take place in different phases, including analysis, configuration, development, testing, and delivery.

2. If no explicit acceptance procedure has been agreed upon, a delivery is considered accepted as soon as:

   • the client takes the software, configuration, or solution into use; or
   • fourteen (14) days have passed after delivery without written notification of substantial defects.
3. Minor deviations or defects that do not materially hinder normal use do not constitute grounds for rejection, suspension of acceptance, or termination of the agreement.
4. 
   

Article 6 – Software and third parties (Odoo)

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

3. Drydock is not liable for:

   • errors, limitations, or defects in third-party standard software;
   • changes in functionality, prices, or terms of suppliers;
   • availability, continuity, or performance of third-party cloud, hosting, or platform services.
   • 
     

Article 7 – Changes and additional work

1. Work that falls outside the agreed scope is considered additional work.
2. Requests from the client that lead to changes in the agreed functionality, scope, schedule, working method, or project objectives are considered change requests.
3. Drydock is entitled to clarify the consequences of a change request for planning, capacity, lead time, and costs and to charge it as additional work.
4. Change requests may have implications for previously issued budgets, hour estimates, project schedules, and delivery dates.
5. Additional work is carried out on the basis of post-calculation against the rates applicable at that time, unless otherwise agreed in writing.
6. 
   

Article 8 – Rates and payment

1. All prices are exclusive of VAT and other government-imposed 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
   • all judicial and extrajudicial collection costs are charged to the client.
4. Objections to an invoice do not suspend the payment obligation.
5. 
   

Article 9 – Deadlines

1. The deadlines mentioned by Drydock are indicative and do not constitute fatal deadlines, unless otherwise agreed in writing.
2. Exceeding a deadline does not give the client the right to compensation, suspension, or termination of the agreement.
3. 
   

Article 10 – Liability

1. As far as permitted under applicable law and except for intent or conscious recklessness of Drydock's management, any liability of Drydock is limited in accordance with the liability scheme as included in the NLdigital Terms.

2. If and to the extent that a liability limitation from the NLdigital Terms does not apply, Drydock's total liability is limited to the lesser of:

   • the amount of the relevant agreement; or
   • the amount that Drydock has invoiced to the client in the three (3) months prior to the event causing the damage.

3. Liability for indirect damage is excluded, including:

   • consequential damage
   • lost profits;
   • missed savings;
   • business stagnation;
   • loss or damage to data.
4. Liability arises only if there is a attributable shortcoming and after the client has put Drydock in default in writing and has provided a reasonable period for remedy.
5. 
   

Article 11 – Force Majeure

1. Force majeure means any circumstance beyond the reasonable control of Drydock that makes the fulfillment of the agreement temporarily or permanently impossible.
2. During force majeure, the obligations of Drydock are suspended.
3. If the force majeure situation lasts longer than sixty (60) days, both parties are entitled to terminate the agreement in whole or in part without liability.
4. 
   

Article 12 – Intellectual Property

1. All intellectual property rights to software, documentation, configurations, custom work, and other results of the work remain with Drydock or its licensors.
2. The client only obtains a non-exclusive, non-transferable right of use for the duration of the agreement.
3. It is not permitted to reproduce, disclose, or commercially exploit software, documentation, or solutions in whole or in part without prior written consent from Drydock.
4. 
   

Article 13 – Confidentiality

1. The parties commit to confidentiality of all confidential information they receive from each other in the context of the agreement.
2. This obligation remains in effect even after the termination of the agreement.
3. 
   

Article 14 – Termination

1. Both parties can terminate the agreement in writing, taking into account any agreed notice periods.
2. Work already performed, costs incurred, and obligations entered into become immediately due upon termination.
3. The client remains obligated to pay for costs already incurred and work performed.
4. 
   

Article 15 – Data, backups, and migrations

1. The Client remains at all times responsible for the accuracy, completeness, and legality of the data provided to Drydock.
2. Unless otherwise agreed in writing, the Client is responsible for creating and maintaining adequate backups of business data.
3. Drydock is not liable for loss, damage, or incompleteness of data, unless there is intent or willful recklessness on the part of Drydock's management.
4. In data migrations, imports, and conversions, Drydock makes an effort to transfer data correctly, but cannot guarantee that all data will be migrated completely, error-free, or without functional deviations.
5. The Client remains responsible for the control, validation, and acceptance of migrated data and processes after delivery.
6. 
   

Article 16 – Licenses, open source software, and Odoo

1. For third-party software, including Odoo, the license terms of the respective supplier also apply.
2. Drydock has no influence over price changes, license changes, product changes, termination of functionalities, or changes in the policies of software suppliers.
3. Any increases in license fees or third-party costs may be passed on by Drydock to the Client.
4. For components based on open source software, the applicable open source license terms also apply.
5. Drydock provides no guarantees that go beyond the guarantees provided by the respective software supplier.
6. 
   

Article 17 – Applicable law and disputes

1. Under these conditions and all agreements between the parties, only Dutch law applies.
2. Disputes will be submitted to the competent court in the district of Northern Netherlands, location Groningen, unless mandatory legal provisions prescribe otherwise.

Drydock ERP B.V.

KvK: 99951193

Groningen, Netherlands

Additional applicable: NLdigital Terms (latest version)

https://www.nldigital.nl/voorwaarden