Terms and conditions

1.1 These Terms apply to all quotes, agreements and services of CRM Atelier, 'we'. CRM Atelier is a trading name of Minimaxnl, KvK 92790836 (sole proprietorship, Jonathanstraat 93, 2524 JD The Hague).

1.2 'Client' is the business that enters into an agreement with us. We work for businesses only, not consumers.

1.3 'Software' is the bespoke application we build and operate for the Client, including later changes and extensions.

1.4 Deviations apply only if agreed in writing. The Client's own purchasing or other terms do not apply.

2.1 A quote is valid for 30 days and non-binding until the Client accepts.

2.2 The agreement consists of the quote, the approved blueprint (screens, roles, emails, documents), these Terms and the data processing agreement.

2.3 We build to the blueprint approved by the Client. Later changes fall under clause 6.

3.1 We design, build, host and maintain the Software for the Client.

3.2 Each Client gets its own isolated environment (own database and application), hosted in the European Union.

3.3 During the build the Client can follow progress weekly in a test environment. The Software goes live after the Client's written approval.

3.4 We use reasonable efforts to keep the Software working and available, with an availability target of 99.5% per month, excluding announced maintenance. Maintenance and updates are announced in advance where possible.

4.1 The Client pays a fixed monthly fee covering use, hosting, maintenance, security, backups and the small changes described in clause 6.

4.2 A one-off set-up fee applies only if it is stated in the quote in advance.

4.3 Invoices are issued monthly in advance and payable within 14 days. Late payment incurs statutory commercial interest and collection costs.

4.4 We may adjust the monthly fee annually for inflation, with at least 2 months' notice.

4.5 If payment is more than 30 days overdue we may, after a written reminder, suspend access. The Client's data remains stored and remains the Client's.

5.1 The agreement starts on the go-live date with an initial term of 24 months, then continues indefinitely.

5.2 Either party may terminate in writing with 3 months' notice.

5.3 Either party may terminate immediately if the other, after written notice, fails to remedy a material breach, or becomes insolvent.

5.4 On termination, clause 8 applies.

6.1 Small changes are included in the monthly fee, up to the number of hours per month set out in the agreement. Examples: adding a field or column, changing the text of an email or invoice, adjusting a status, list or filter, setting up an extra user or role. Unused hours lapse at month end.

6.2 Defects in the Software we always fix, without limit and at no extra cost.

6.3 Large extensions (such as a new module, a new portal, an integration with another system, a new automated workflow or an additional data migration) are quoted at a fixed price. We start only after written approval.

6.4 If it is unclear whether something is small or large, we say so in advance. Nothing is ever invoiced without the Client's prior approval.

7.1 The Client provides the information, data and decisions we need in good time.

7.2 The Client is responsible for the accuracy and lawfulness of the data it stores in the Software and for its staff's use of it.

7.3 The Client manages its own user accounts and keeps credentials confidential.

8.1 All data the Client enters into the Software remains the Client's property.

8.2 The Client can obtain a full export of its data in a common format (such as CSV or JSON, plus attachments) at any time. We deliver it within 10 working days.

8.3 After termination we keep the environment available for export for 30 days. We then delete the data and backups, unless a legal retention duty applies. On request we confirm deletion in writing.

8.4 At the start we migrate the Client's existing data as agreed. The Client checks the trial import and approves before the final switch.

9.1 The Software, its source code and underlying works remain our intellectual property, unless the agreement says otherwise.

9.2 For the term of the agreement the Client receives a non-exclusive, non-transferable right to use the Software for its own business.

9.3 Branding, logos, texts and data supplied by the Client remain the Client's. The Client grants us the right to use them to perform the agreement.

10.1 We take appropriate technical and organisational measures: dedicated environment per Client in the EU, access rights enforced in the database, encrypted connections, audit trail, daily backups and separated test and production environments.

10.2 For personal data the Client processes in the Software, we are the processor and the Client the controller. The data processing agreement forms part of the agreement.

10.3 We notify a security incident affecting the Client's data without undue delay, and at the latest within 48 hours of discovery.

Both parties keep each other's confidential information confidential, also after the agreement ends, unless disclosure is required by law.

12.1 Our liability per event is limited to the amount the Client paid us in the 12 months before the event.

12.2 We are not liable for indirect loss, such as lost profit, missed savings or business interruption.

12.3 These limits do not apply in case of our intent or deliberate recklessness.

12.4 We are not liable for outages at hosting, email or other infrastructure providers outside our control, but will work to resolve them as quickly as possible.

In case of force majeure (including supplier outages, internet failures and government measures) obligations are suspended for its duration. If it lasts longer than 60 days, either party may terminate without liability.

14.1 Dutch law applies. Disputes go to the competent court in The Hague, the Netherlands.

14.2 We may amend these Terms. For existing Clients, amendments take effect 2 months after notice; if an amendment is materially adverse, the Client may terminate as of the effective date.

14.3 If a clause is invalid, the rest remains in force and the invalid clause is replaced by a valid one closest to its purpose.