Terms and conditions

1. Definitions‍

In these General Terms & Conditions ("Terms"), the following definitions apply:

• Agreement: The agreement between Autrun and the Client, consisting of the Statement of Work (SoW) and these Terms.
• Autrun: The specific Autrun entity entering into the Agreement as defined in Article 2.
• Client: The party to whom Autrun provides Services.
• Services: All digital, consultancy, and development services provided by Autrun.
• SoW (Statement of Work): The document (quote, proposal, or order form) describing the specific Services, fees, and timeline, signed by both parties.

2. Contracting Party & Applicable Law / Competent Courts

The specific Autrun entity entering into this Agreement depends on the entity listed in the SoW. In the absence of a specific listing, the location where the Services are delivered of the Services determines the entity:

• Autrun NL B.V. (Breda, NL) – For clients or projects primarily located in the Netherlands. Governed by Dutch Law. All disputes shall in that case fall under the exclusive jurisdiction of the courts of Breda.
• Autrun BE B.V. (Mechelen, BE) – For clients or projects primarily located in Belgium or elsewhere. Governed by Belgian Law. All disputes shall in that case fall under the exclusive jurisdiction of the courts of Antwerp (Mechelen division).

3. Services & Performance 

3.1. Autrun will perform the Services to the best of its ability and in accordance with current industry standards (obligation of means / inspanningsverplichting). Autrun does not guarantee the fitness of the Services and the work products for a particular purpose. Autrun makes no warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, uninterrupted or error-free operation, or compliance with third-party requirements.

3.2. Any deadlines or delivery dates mentioned in an SoW are estimates unless explicitly agreed otherwise in writing as a fatal deadline. 

3.3. Autrun may engage third parties or freelancers to execute parts of the Services, remaining fully responsible for their performance.

3.4. Neither party shall be liable for any failure or delay in the performance of its obligations under the Agreement or an SoW if such failure or delay is due to an event of force majeure, being any event beyond its reasonable control, including but not limited to war, terrorism, riots, strikes, pandemics, fire, flooding, governmental measures, power or internet outages, failures of hosting providers, cloud services, third-party software, or suppliers. In the event of force majeure, the affected party’s obligations shall be suspended for the duration of the force majeure event, without any right to compensation. If performance becomes excessively onerous due to unforeseeable circumstances within the meaning of Article 5.74 of the Belgian Civil Code (hardship), the parties shall negotiate in good faith an adjustment of the Agreement or the relevant SoW. Autrun shall not be obliged to continue performance under unchanged conditions.

3.5. The Services as described in the SoW are exhaustive. Any request by the Client that goes beyond or modifies the agreed Services shall constitute a change request.  Change requests shall only be binding if agreed in writing, including any impact on fees, timelines, and resources. Autrun shall be entitled to suspend performance of the affected Services until the change request has been formally approved.

4. Client Obligations 

4.1. The Client must provide all information, access, and approvals necessary for Autrun to perform the Services in a timely manner. 

4.2. The Client guarantees the accuracy of the information provided and holds the necessary rights (IPR) to any materials (images, text, data) supplied to Autrun. Client unconditionally and irrevocably indemnifies Autrun against any third-party (IPR) claims arising from client-supplied materials.

5. Fees & Payment 

5.1. Fees are defined in the SoW. All prices are exclusive of VAT and travel/expenses unless stated otherwise. 

5.2. Invoices are payable within 30 days of the invoice date. 

5.3. If payment is late, the Client is in default automatically without notice. Autrun may charge statutory commercial interest and a fixed collection fee of 10% of the outstanding amount (min. €150). 

5.4. Autrun reserves the right to suspend Services if invoices remain unpaid after the due date.

6. Intellectual Property Rights (IPR) 

6.1. Background IPR: Autrun retains ownership of all existing IPR, tools, methodologies, and code libraries used to create the deliverables ("Autrun IPR"). 

6.2. Deliverables: Subject to full payment of all Fees, Autrun transfers to the Client, on an exclusive basis, all transferable intellectual property rights in the Deliverables created specifically for the Client under the Agreement, including but not limited to the rights of reproduction, distribution, communication to the public, adaptation, translation, modification, and sublicensing.

This transfer: i) applies worldwide, ii) is granted for the entire duration of the intellectual property rights and iii) covers all known and unknown forms of exploitation. 

To the extent permitted by law, the author irrevocably waives its moral rights. Any intellectual property rights not explicitly transferred remain with Autrun.

6.3. The Client grants Autrun a license to use the deliverables for portfolio and marketing purposes, unless agreed otherwise.

7. Liability 

7.1. Autrun’s liability is limited to direct damages only. Liability for indirect damages (loss of profit, data loss, reputational damage) is excluded to the fullest extent legally admissible. 

7.2. Total liability under any SoW is limited to the total fees paid by the Client under the relevant SoW in the 6 months preceding the claim, capped at a maximum of €50,000 (or the contract value, whichever is lower). 

7.3. Nothing in these Terms limits liability for intent or gross negligence.

7.4. Any claim by the Client arising out of or in connection with the Agreement must be notified in writing within twelve (12) months after the event giving rise to the claim, failing which the claim shall be time-barred, to the extent permitted by law.

8. Term & Termination 

8.1. The Agreement applies for the duration specified in the SoW. 

8.2. Either party may terminate a continuous service agreement with a written notice period of one (1) month, subject to payment of all Services  performed under the SoW until the date of termination. 

8.3. Autrun may terminate the Agreement immediately if the Client files for bankruptcy or fails to pay invoices after written notice with a cure period of at least five (5) business days.

9. Confidentiality

Both parties agree to keep confidential all non-public information received from the other party during the term of the Agreement and for two years thereafter.

10. Data Protection

10.1 Each party shall comply with applicable data protection legislation, including Regulation (EU) 2016/679 (GDPR). 

10.2. Where Autrun processes personal data on behalf of the Client, Autrun shall act as a processor and the Client as controller. The Client warrants that it has a valid legal basis for all personal data provided to Autrun.

10.3. Autrun shall not be liable for personal data that is inaccurate, unlawfully obtained, or processed upon unlawful instructions from the Client.

10.4. Where required, the parties shall enter into a separate data processing agreement, which shall prevail in case of conflict.

11. Non-solicitation

11.1. During the term of an SoW and for twelve (12) months thereafter, the Client shall not directly or indirectly solicit or engage any employee or subcontractor of Autrun involved in the Services under such SoW, without Autrun’s prior written consent.

11.2. In case of breach, the Client shall pay liquidated damages equal to six (6) months of the gross annual remuneration of the person concerned, without prejudice to Autrun’s right to claim higher actual damages.