Terms and Conditions
These Terms and Conditions apply to services, assignments and agreements provided by Smart Systems Desk.
Last updated: 18 September 2026
1. Definitions
In these Terms and Conditions:
Smart Systems Desk means Verhoef Media, operating under the trading name Smart Systems Desk, established in the Netherlands and registered with the Dutch Chamber of Commerce under number 57128944.
Client means the person or organisation with whom Smart Systems Desk has entered into an agreement.
Parties means Smart Systems Desk and the Client together.
Consumer means a Client who is a natural person acting outside a business or professional activity.
2. Applicability
These Terms and Conditions apply to all quotations, offers, services, assignments, agreements and deliveries of services by or on behalf of Smart Systems Desk.
Parties may only deviate from these Terms and Conditions where this has been expressly agreed in writing.
The applicability of additional or conflicting terms of the Client or third parties is expressly excluded unless agreed otherwise in writing.
3. Offers and Quotations
Offers and quotations are non-binding unless expressly stated otherwise.
Unless another period is specified, a quotation or offer is valid for a maximum of one month.
If an offer or quotation is not accepted within the applicable period, it expires.
A quotation applies only to the work or services described in that quotation unless otherwise agreed.
4. Acceptance
Where a non-binding offer or quotation is accepted, Smart Systems Desk retains the right to withdraw that offer within three days after receipt of the acceptance.
Oral acceptance only becomes binding once confirmed in writing or electronically.
5. Prices
Prices are stated in euros unless otherwise agreed.
Prices and rates may be changed where legally permitted.
Where services are charged on the basis of time spent, the applicable hourly rate will be used unless another arrangement has been agreed.
Where a total project amount is described as an estimate, that amount is an indicative price unless expressly agreed in writing as a fixed price.
Where an estimate is expected to be exceeded materially, the Client will be informed where reasonably possible.
6. Payment
Smart Systems Desk may require an advance payment of up to 50% of the agreed amount before work begins.
Unless another payment period is stated on the invoice or agreed in writing, invoices must be paid within the stated payment term.
Smart Systems Desk may suspend work or delivery if agreed payments are not made on time.
Smart Systems Desk may require full or partial payment before delivery of work, access, files or other deliverables.
7. Late Payment
If the Client fails to pay within the agreed period, statutory or agreed interest and collection costs may become due in accordance with applicable Dutch law.
Smart Systems Desk may suspend further performance until outstanding amounts have been paid.
Reasonable extrajudicial collection costs may be charged where permitted by law.
8. Performance of the Agreement
Smart Systems Desk will perform the agreement to the best of its knowledge and ability and in accordance with the standards reasonably expected of a professional service provider.
Unless expressly agreed otherwise, service agreements constitute an obligation to use reasonable professional efforts and not a guarantee of a particular commercial or technical result.
Smart Systems Desk may engage third parties to perform parts of the agreed services where reasonably necessary.
Work may begin after written approval of the assignment and receipt of any agreed advance payment.
9. Client Responsibilities
The Client must provide all information, data, access, materials and documents reasonably required for the correct execution of the assignment.
The Client is responsible for the accuracy, completeness and reliability of information supplied.
Delays caused by missing, incomplete or late information may result in adjusted deadlines and additional costs.
The Client is responsible for ensuring that it has the necessary rights to provide any data, content, files or materials supplied for use in a project.
10. Third-Party Platforms and Services
Projects may rely on third-party software, APIs, hosting providers, artificial intelligence services, databases, automation platforms or other external services.
Such providers operate under their own terms, pricing, availability, technical limitations and privacy policies.
Smart Systems Desk is not responsible for interruptions, changes, price increases, feature changes or termination of services by third-party providers.
11. Artificial Intelligence
Services, workflows or applications may use artificial intelligence technology.
AI-generated results can be incomplete, inaccurate, inconsistent or unsuitable for a particular purpose.
Unless otherwise agreed, the Client remains responsible for reviewing outputs before using them for important business, legal, financial, medical or other high-impact decisions.
12. Delivery and Deadlines
Delivery dates and project timelines are indicative unless expressly agreed in writing as binding deadlines.
A delay does not automatically entitle the Client to compensation or termination unless required by applicable law or expressly agreed.
Timelines may be adjusted where delays result from missing Client input, changes to scope, third-party services or circumstances beyond reasonable control.
13. Changes to Scope
If it becomes necessary or desirable to change the content or scope of an assignment after the agreement has been concluded, Parties will discuss the change and, where appropriate, agree additional costs and revised timelines.
14. Intellectual Property
Unless otherwise agreed in writing, Smart Systems Desk retains intellectual property rights relating to concepts, designs, methods, templates, documentation, source material and other original work created in connection with the services.
The Client may not copy, reproduce, distribute, resell or make protected material available to third parties beyond the rights granted under the relevant agreement.
Specific ownership or licensing arrangements for custom applications, source code, designs or other deliverables may be agreed separately in a project proposal or agreement.
Third-party software and components remain subject to the licence terms of their respective owners.
15. Contractual Penalty
If the Client breaches any obligation relating to confidentiality or intellectual property under these Terms and Conditions, the Client shall owe Smart Systems Desk an immediately payable contractual penalty of €10,000 for each separate breach.
If the breach continues after the Client has been notified of it, an additional penalty of €1,000 for each day that the breach continues shall become payable, up to a maximum additional amount of €25,000.
No prior notice of default or court proceedings are required for the contractual penalty to become payable, to the extent permitted by applicable law.
Payment of the contractual penalty does not prejudice Smart Systems Desk’s right to claim compensation for damages exceeding the amount of the contractual penalty, where permitted by applicable law.
16. Confidentiality
Where confidential information is exchanged in connection with a project, each Party must handle such information with reasonable care and must not disclose it to third parties unless disclosure is necessary for the performance of the agreement or required by law.
17. Complaints
The Client must inspect supplied services and deliverables within a reasonable period.
Any complaint should be reported as soon as reasonably possible after the issue has been discovered.
The complaint must contain enough detail for the issue to be properly investigated.
A complaint concerning ongoing work does not automatically require Smart Systems Desk to perform work outside the agreed scope.
18. Liability
Liability exists only to the extent provided by applicable law.
Where Smart Systems Desk is liable, liability is limited to direct damage arising from the relevant agreement.
To the extent legally permitted, Smart Systems Desk is not liable for indirect or consequential damage, loss of profit, loss of savings, loss of business opportunities or damage suffered by third parties.
Where liability is covered by professional or business liability insurance, liability is limited to the amount paid by the insurer in the relevant case.
If the insurer does not pay, liability is limited, to the extent legally permitted, to the amount invoiced for the part of the assignment to which the liability relates.
19. Force Majeure
Smart Systems Desk is not responsible for failure or delay caused by circumstances beyond reasonable control.
This may include serious internet or hosting failures, electricity or telecommunications outages, failures of third-party suppliers, cyber incidents, government measures, strikes, natural disasters or other circumstances that make performance temporarily or permanently impossible.
Obligations affected by force majeure may be suspended for the duration of the event.
20. Termination
An agreement may be terminated in accordance with the terms of the individual agreement and applicable Dutch law.
Smart Systems Desk may suspend or terminate an agreement where the Client materially fails to perform agreed obligations, including payment or the provision of necessary cooperation.
21. Changes to these Terms
Smart Systems Desk may amend these Terms and Conditions.
Minor amendments may be implemented immediately.
Material changes affecting an existing agreement will be handled in accordance with applicable law and any individual agreement with the Client.
22. Invalid Provisions
If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions will remain in force.
The invalid provision will, where legally possible, be replaced by a valid provision that most closely reflects its original purpose.
23. Applicable Law and Jurisdiction
Agreements with Smart Systems Desk are governed by Dutch law.
Disputes will be submitted to the competent Dutch court in the district where Verhoef Media is established, unless mandatory law provides otherwise.
24. Contact
Smart Systems Desk
A trading name of Verhoef Media
Chamber of Commerce (KvK): 57128944
Zebraspoor 566
3605 HG Maarssen
The Netherlands
info@smartsystemsdesk.nl