Terms of service
These terms apply to all quotes, agreements and work by Petricore Labs ("I", "me"), the sole proprietorship of Fergal McCollam, for business clients ("you"). A signed quote, order confirmation or paid booking means you accept them. Where a signed agreement says something different, the agreement wins.
1. Quotes and scope
- Quotes are valid for 30 days and state scope, price, timeline and what you need to provide.
- Fixed prices cover the scope in the quote. Anything outside it is a change: I tell you the effect on price and timeline first, and only proceed once you agree in writing (email is fine).
- Prices exclude VAT unless stated otherwise. "From" prices on the website are for the smallest version of a service and are not a quote.
- Timelines assume you provide content, access, feedback and decisions when agreed. Delays on your side move the timeline by at least the same amount.
2. Payment
- Fixed-price projects: 50% on acceptance of the quote, 50% on delivery. Projects in phases: each phase is invoiced as agreed in the quote, and a phase starts once the previous one is paid.
- Discovery weeks, audits and other prepaid services: 100% before the work starts. Booking the website audit through the payment link is such a prepayment.
- Day rate and contract work: invoiced monthly in arrears.
- Retainers and care plans: invoiced monthly in advance, on or around the 1st.
- Payment term is 14 days from invoice date. After that, statutory commercial interest (wettelijke handelsrente) and reasonable collection costs apply without further notice, and I may pause work until the account is settled.
- Third-party costs I pay on your behalf (hosting, domains, model usage, licences) are passed through at cost unless the quote says otherwise.
3. Delivery and acceptance
- Work is shown as it progresses, normally weekly. Delivery is complete when the agreed scope is deployed or handed over as described in the quote.
- You have 14 days after delivery to report defects: behaviour that contradicts the agreed scope. I fix those at no charge. Anything not reported in that period is accepted. Using the software in production also counts as acceptance.
- Defects reported within 30 days after acceptance are still fixed at no charge. After that, fixes are covered by a care plan or charged at the day rate.
4. Your part
- You provide the access, content, data, decisions and stakeholder time the work needs, and make sure you are entitled to give me what you give me.
- You are responsible for the content of your website or system and for your own compliance with laws that apply to your business.
- Where I work inside your systems you keep control of backups, unless a care plan says backups are mine.
5. Intellectual property
- On full payment, you own the code and materials made specifically for you. Until then, I keep ownership and you have a licence to use them for evaluation.
- I keep the rights to generic components, tooling and know-how that existed before or were built independently of your project. You get a perpetual, non-exclusive licence to use them as part of what I delivered.
- Open-source components stay under their own licences.
- I may name you as a client and describe the work in general terms in my portfolio unless you ask me not to. Anything confidential stays confidential.
6. Confidentiality and data
- Both sides keep the other's non-public information confidential, during and after the work.
- Where I process personal data on your behalf, I do so under your instructions as a processor. A data processing agreement is available on request. My privacy statement covers the rest.
7. Advice, reviews and audits
- Reviews, audits, documentation and consultancy are my professional opinion based on what I could see at the time. They are not a guarantee that a system is free of defects or security issues, and they are not legal, tax or financial advice.
- The website audit is delivered as a written report within 48 working hours of payment. The audit fee is credited once against a subsequent site build or the first three months of a care plan, if ordered within 12 months.
8. Retainers, care plans and contract work
- Retainer hours are per calendar month and do not roll over. Work beyond the retainer is agreed first and charged at the day rate.
- Care plans cover what is listed in the plan. Larger changes are quoted separately. Either side can cancel with one month's notice; no refunds for the current month.
- Contract engineering has a four-week minimum. After that, either side can end with two weeks' notice.
9. Liability
- My total liability for any engagement is limited to the fees you paid for that engagement in the 6 months before the event, and never exceeds €25,000.
- I am not liable for indirect or consequential loss: lost profit, lost data you did not back up, business interruption, or claims from your customers.
- These limits do not apply to damage caused by my intent or gross negligence.
- You indemnify me against third-party claims arising from content, data or instructions you supplied.
10. Ending an engagement
- Either side may end a fixed-price project in writing. You pay for work done up to that point, pro rata, plus non-cancellable third-party costs. Prepaid amounts for work not yet started are refunded.
- I may end an engagement immediately if invoices are more than 30 days overdue, if you ask me to do something unlawful, or if the working relationship has broken down.
- Sections 5, 6 and 9 survive the end of the engagement.
11. General
- Dutch law applies. Disputes go to the competent court in Amsterdam, after we have first tried to resolve them by talking.
- If a clause turns out to be invalid, the rest stays in force and the clause is replaced by a valid one that comes closest to its intent.
- I may update these terms; the version in force when you accepted a quote applies to that engagement.
Questions about these terms: hello@petricorelabs.com. If you need a signed agreement, a data processing agreement or your own procurement terms reviewed, ask before the quote is accepted.