Terms and Conditions
Last Updated: 02 Feburary 2025
1. Acceptance of These Terms
1.1 Binding Agreement
By accessing or using any services provided by Sanera Technologies (“the Company,” “we,” “us,” or “our”), you (“the Client,” “you,” or “your”) agree to be bound by these Terms and Conditions, as well as any additional guidelines, policies, or rules that may be posted by us from time to time.
1.2 Modifications
We reserve the right to change or modify these Terms at any time. All changes are effective immediately upon posting on our website or through other reasonable communication channels. Your continued use of our services after such modifications constitutes acceptance of the revised Terms.
2. Our Services
2.1 Scope
Sanera Technologies specializes in building custom software solutions, including but not limited to web applications, mobile applications, and AI tools, tailored to the Client’s requirements.
2.2 Service Delivery
We will provide services as outlined in a separate Statement of Work (SOW) or contract for each project. The SOW/contract will detail project specifications, timelines, deliverables, and payment schedules.
3. Statement of Work (SOW) & Changes
3.1 Initial Scope
The initial scope of each project will be documented in a mutually agreed SOW. Any changes to the scope, such as additional features or modifications, may result in an amendment to the SOW and could require additional fees.
3.2 Change Requests
All requests for scope changes must be submitted in writing (including email). We will evaluate the feasibility, impact on timelines, and potential costs. No change will be implemented until a written agreement or SOW amendment is executed by both parties.
4. Payment Terms
4.1 Pricing and Rates
The fees for our services will be set out in the SOW or separate contract. This may include:
Fixed-Price Model: A total cost for the entire project.
Time & Materials Model: Billing based on hourly/daily rates, plus any costs for materials or third-party services.
Retainer Model: A recurring (e.g., monthly) fee for ongoing work or maintenance.
4.2 Invoices & Payment Schedule
Invoices will be issued according to the terms specified in the SOW or contract (e.g., upon milestone completion, monthly, or project completion). Payment is due within the timeframe specified (commonly 15 or 30 days from the invoice date). Late payments may be subject to interest or late fees in accordance with Dutch law (e.g., the statutory interest rate for commercial transactions).
4.3 Taxes
All fees are exclusive of any applicable taxes (including Dutch BTW/VAT or similar), which the Client is responsible for paying.
4.4 No Refunds
Unless otherwise stated in the SOW or required by law, all fees paid are non-refundable.
5. Intellectual Property Rights
5.1 Pre-Existing IP
Any pre-existing intellectual property (IP) owned by Sanera Technologies or the Client prior to entering into the agreement remains the sole property of the respective owner.
5.2 Developed IP
Unless otherwise specified in the SOW or contract, upon full payment of all fees, Sanera Technologies assigns or licenses to the Client the rights to the deliverables created specifically for the project. However, Sanera Technologies reserves the right to reuse or incorporate general know-how, methodologies, and templates in future projects.
5.3 Client Materials
The Client represents that any text, images, or other materials provided to Sanera Technologies do not infringe on any third-party intellectual property rights. The Client agrees to indemnify and hold us harmless against all liabilities or costs arising from any claim of infringement.
6. Confidentiality
6.1 Definition
“Confidential Information” includes all non-public, proprietary, or sensitive information, including but not limited to technical, financial, and business information, disclosed by one party to the other in connection with the project.
6.2 Obligations
Each party agrees to use the other party’s Confidential Information solely for fulfilling obligations under these Terms and to take reasonable steps to protect the confidentiality of such information.
6.3 Exclusions
Confidential Information does not include information that is or becomes public without the receiving party’s fault, was lawfully received from a third party without a confidentiality obligation, or was already in the receiving party’s lawful possession prior to disclosure.
7. Warranties and Disclaimers
7.1 Performance Warranty
Sanera Technologies warrants that it will perform the services with reasonable skill and care consistent with industry standards.
7.2 Software Warranty
Unless otherwise stated in the SOW or contract, software deliverables are provided “as is.” We do not guarantee error-free operation or that the software will function uninterrupted.
7.3 Disclaimer of Other Warranties
To the maximum extent permitted by Dutch law, all other warranties—express or implied—are disclaimed, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
8. Indemnification
8.1 By the Client
The Client agrees to indemnify and hold harmless Sanera Technologies, its affiliates, officers, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of the Client’s breach of these Terms or the use of the deliverables, except insofar as such claims, damages, or liabilities arise from the gross negligence or willful misconduct of Sanera Technologies.
8.2 By Sanera Technologies
Sanera Technologies agrees to indemnify and hold harmless the Client from any third-party claims alleging that the deliverables, as provided, infringe on a third party’s intellectual property rights, provided the deliverables have been used in accordance with these Terms and any applicable SOW. This indemnification obligation does not extend to modifications made by the Client or third parties or to any third-party components integrated into the deliverables, unless specifically stated.
9. Limitation of Liability
9.1 Exclusion of Certain Damages
To the fullest extent permitted by Dutch law, Sanera Technologies shall not be liable for any indirect, incidental, special, punitive, or consequential damages (including but not limited to lost profits, lost revenue, lost data, or lost business opportunities).
9.2 Cap on Liability
Sanera Technologies’ total aggregate liability under any theory of liability (whether in contract, tort, or otherwise) is limited to the total fees paid by the Client for the specific project from which the liability arose.
9.3 Exceptions
Nothing in these Terms shall limit or exclude liability for fraud, willful misconduct, gross negligence, or any other liability that cannot be limited or excluded under Dutch law.
10. Termination
10.1 Termination by Client
The Client may terminate the project at any time by providing written notice. If termination occurs before project completion, the Client is responsible for payment for all work completed up to the termination date and any applicable termination fees outlined in the SOW or contract.
10.2 Termination by Sanera Technologies
We may terminate the agreement if the Client breaches these Terms (including failure to pay invoices on time) and does not remedy the breach within ten (10) business days of receiving written notice.
10.3 Effect of Termination
Upon termination, all licenses or rights granted to the Client under these Terms cease immediately, and each party shall promptly return or destroy the other party’s Confidential Information as requested in writing.
11. Governing Law and Dispute Resolution
11.1 Governing Law
These Terms and any disputes related thereto shall be governed by and construed in accordance with the laws of the Netherlands, without regard to conflict-of-law principles.
11.2 Jurisdiction
Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the competent courts in the Netherlands (for example, the District Court of Amsterdam), unless a specific jurisdiction is prescribed by law.
12. Force Majeure
We shall not be liable for any delays or failures in performance resulting from events beyond our reasonable control, including but not limited to natural disasters, pandemics, governmental actions, or acts of terrorism.
13. Entire Agreement
These Terms, together with any SOW or contract, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements and understandings, whether written or oral.
14. Severability
If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
15. Non-Solicitation
During the term of any project and for one (1) year thereafter, the Client agrees not to solicit, employ, or hire any employee or contractor of Sanera Technologies who worked on the project, without our prior written consent.
16. Independent Contractors
Both parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, or employer-employee relationship.
17. Assignment
Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party, except in the event of a merger or acquisition.
18. Notices
All notices shall be in writing and sent via email or certified mail to the addresses provided in the SOW or contract, or to such other address as either party may specify in writing.
19. Contact Information
For questions or concerns regarding these Terms, please contact us:
Sanera Technologies
Email: info@saneratechnologies.com
Phone: +31 (6) 39 65 25 54
Dalsteindreef, 1112 XJ Diemen, Netherlands
1. Acceptance of These Terms
1.1 Binding Agreement
By accessing or using any services provided by Sanera Technologies (“the Company,” “we,” “us,” or “our”), you (“the Client,” “you,” or “your”) agree to be bound by these Terms and Conditions, as well as any additional guidelines, policies, or rules that may be posted by us from time to time.
1.2 Modifications
We reserve the right to change or modify these Terms at any time. All changes are effective immediately upon posting on our website or through other reasonable communication channels. Your continued use of our services after such modifications constitutes acceptance of the revised Terms.
2. Our Services
2.1 Scope
Sanera Technologies specializes in building custom software solutions, including but not limited to web applications, mobile applications, and AI tools, tailored to the Client’s requirements.
2.2 Service Delivery
We will provide services as outlined in a separate Statement of Work (SOW) or contract for each project. The SOW/contract will detail project specifications, timelines, deliverables, and payment schedules.
3. Statement of Work (SOW) & Changes
3.1 Initial Scope
The initial scope of each project will be documented in a mutually agreed SOW. Any changes to the scope, such as additional features or modifications, may result in an amendment to the SOW and could require additional fees.
3.2 Change Requests
All requests for scope changes must be submitted in writing (including email). We will evaluate the feasibility, impact on timelines, and potential costs. No change will be implemented until a written agreement or SOW amendment is executed by both parties.
4. Payment Terms
4.1 Pricing and Rates
The fees for our services will be set out in the SOW or separate contract. This may include:
Fixed-Price Model: A total cost for the entire project.
Time & Materials Model: Billing based on hourly/daily rates, plus any costs for materials or third-party services.
Retainer Model: A recurring (e.g., monthly) fee for ongoing work or maintenance.
4.2 Invoices & Payment Schedule
Invoices will be issued according to the terms specified in the SOW or contract (e.g., upon milestone completion, monthly, or project completion). Payment is due within the timeframe specified (commonly 15 or 30 days from the invoice date). Late payments may be subject to interest or late fees in accordance with Dutch law (e.g., the statutory interest rate for commercial transactions).
4.3 Taxes
All fees are exclusive of any applicable taxes (including Dutch BTW/VAT or similar), which the Client is responsible for paying.
4.4 No Refunds
Unless otherwise stated in the SOW or required by law, all fees paid are non-refundable.
5. Intellectual Property Rights
5.1 Pre-Existing IP
Any pre-existing intellectual property (IP) owned by Sanera Technologies or the Client prior to entering into the agreement remains the sole property of the respective owner.
5.2 Developed IP
Unless otherwise specified in the SOW or contract, upon full payment of all fees, Sanera Technologies assigns or licenses to the Client the rights to the deliverables created specifically for the project. However, Sanera Technologies reserves the right to reuse or incorporate general know-how, methodologies, and templates in future projects.
5.3 Client Materials
The Client represents that any text, images, or other materials provided to Sanera Technologies do not infringe on any third-party intellectual property rights. The Client agrees to indemnify and hold us harmless against all liabilities or costs arising from any claim of infringement.
6. Confidentiality
6.1 Definition
“Confidential Information” includes all non-public, proprietary, or sensitive information, including but not limited to technical, financial, and business information, disclosed by one party to the other in connection with the project.
6.2 Obligations
Each party agrees to use the other party’s Confidential Information solely for fulfilling obligations under these Terms and to take reasonable steps to protect the confidentiality of such information.
6.3 Exclusions
Confidential Information does not include information that is or becomes public without the receiving party’s fault, was lawfully received from a third party without a confidentiality obligation, or was already in the receiving party’s lawful possession prior to disclosure.
7. Warranties and Disclaimers
7.1 Performance Warranty
Sanera Technologies warrants that it will perform the services with reasonable skill and care consistent with industry standards.
7.2 Software Warranty
Unless otherwise stated in the SOW or contract, software deliverables are provided “as is.” We do not guarantee error-free operation or that the software will function uninterrupted.
7.3 Disclaimer of Other Warranties
To the maximum extent permitted by Dutch law, all other warranties—express or implied—are disclaimed, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
8. Indemnification
8.1 By the Client
The Client agrees to indemnify and hold harmless Sanera Technologies, its affiliates, officers, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of the Client’s breach of these Terms or the use of the deliverables, except insofar as such claims, damages, or liabilities arise from the gross negligence or willful misconduct of Sanera Technologies.
8.2 By Sanera Technologies
Sanera Technologies agrees to indemnify and hold harmless the Client from any third-party claims alleging that the deliverables, as provided, infringe on a third party’s intellectual property rights, provided the deliverables have been used in accordance with these Terms and any applicable SOW. This indemnification obligation does not extend to modifications made by the Client or third parties or to any third-party components integrated into the deliverables, unless specifically stated.
9. Limitation of Liability
9.1 Exclusion of Certain Damages
To the fullest extent permitted by Dutch law, Sanera Technologies shall not be liable for any indirect, incidental, special, punitive, or consequential damages (including but not limited to lost profits, lost revenue, lost data, or lost business opportunities).
9.2 Cap on Liability
Sanera Technologies’ total aggregate liability under any theory of liability (whether in contract, tort, or otherwise) is limited to the total fees paid by the Client for the specific project from which the liability arose.
9.3 Exceptions
Nothing in these Terms shall limit or exclude liability for fraud, willful misconduct, gross negligence, or any other liability that cannot be limited or excluded under Dutch law.
10. Termination
10.1 Termination by Client
The Client may terminate the project at any time by providing written notice. If termination occurs before project completion, the Client is responsible for payment for all work completed up to the termination date and any applicable termination fees outlined in the SOW or contract.
10.2 Termination by Sanera Technologies
We may terminate the agreement if the Client breaches these Terms (including failure to pay invoices on time) and does not remedy the breach within ten (10) business days of receiving written notice.
10.3 Effect of Termination
Upon termination, all licenses or rights granted to the Client under these Terms cease immediately, and each party shall promptly return or destroy the other party’s Confidential Information as requested in writing.
11. Governing Law and Dispute Resolution
11.1 Governing Law
These Terms and any disputes related thereto shall be governed by and construed in accordance with the laws of the Netherlands, without regard to conflict-of-law principles.
11.2 Jurisdiction
Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the competent courts in the Netherlands (for example, the District Court of Amsterdam), unless a specific jurisdiction is prescribed by law.
12. Force Majeure
We shall not be liable for any delays or failures in performance resulting from events beyond our reasonable control, including but not limited to natural disasters, pandemics, governmental actions, or acts of terrorism.
13. Entire Agreement
These Terms, together with any SOW or contract, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements and understandings, whether written or oral.
14. Severability
If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
15. Non-Solicitation
During the term of any project and for one (1) year thereafter, the Client agrees not to solicit, employ, or hire any employee or contractor of Sanera Technologies who worked on the project, without our prior written consent.
16. Independent Contractors
Both parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, or employer-employee relationship.
17. Assignment
Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party, except in the event of a merger or acquisition.
18. Notices
All notices shall be in writing and sent via email or certified mail to the addresses provided in the SOW or contract, or to such other address as either party may specify in writing.
19. Contact Information
For questions or concerns regarding these Terms, please contact us:
Sanera Technologies
Email: info@saneratechnologies.com
Phone: +31 (6) 39 65 25 54
Dalsteindreef, 1112 XJ Diemen, Netherlands
