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Terms & conditions

Last updated: 20 June 2026

These terms and conditions apply to your use of the TopDevs website and to all quotes, assignments and agreements with TopDevs. By using our website or commissioning work, you agree to these terms. Where we agree something specific with you, that agreement takes precedence over the general text below. If several documents apply, the most specific one decides per topic: first the quote or agreement, then an SLA or maintenance agreement for support and availability, then the data processing agreement for personal data, then the hosting terms for hosting, and then these general terms for everything else.

TopDevs is based in the Netherlands:

  • The Netherlands: Gildekamp 21, 5431 SP Cuijk. Phone +31 6 40 31 37 16.
  • Chamber of Commerce (KvK) number: 42105890. VAT number: registration in progress; we will list it here once it is complete.

1. Definitions

  • Agreement: the quote or order confirmation, together with these terms and any schedules.
  • Deliverables: all software, source code, designs, documentation and other work product we create for you.
  • Services: development, automation, AI solutions, design and related work.
  • Third-party services: hosting, infrastructure, libraries, APIs and other services provided by parties other than TopDevs.
  • SLA: a separate service level agreement or maintenance agreement for support, updates and availability.
  • Hosting terms: the separate terms that apply if we host for you.
  • Data processing agreement (DPA): the agreement for processing personal data under article 28 GDPR.
  • NDA: a separate non-disclosure agreement.
  • GDPR: the General Data Protection Regulation, Regulation (EU) 2016/679.

2. Quotes and formation

Our quotes are without obligation until accepted in writing. A quote is valid for the period it states, or 30 days if it states none, and is based on the information you give us. An obvious mistake or typo in a quote does not hold us to it. The agreement is formed once you accept a quote in writing or by email, or once we begin work at your request. If you start using the Deliverables in production, that also counts as acceptance of the delivered phase.

3. Our services

We perform the work with the care of a diligent contractor under article 7:401 of the Dutch Civil Code, to reasonable standards and in line with generally accepted standards for custom software development. The agreement is a best-efforts obligation, except where we expressly guarantee a result. Work beyond the agreed scope is treated as a change request.

We can only deliver on time if you give us what we need on time: content, decisions, access, test data and feedback. If something is held up on your side, our deadlines shift accordingly and we may charge separately for any extra work that follows. You are responsible for the accuracy and completeness of what you supply.

4. Pricing and payment

We work with a fixed price agreed up front, often tied to milestones. No open-ended hourly billing. Unless stated otherwise, amounts exclude VAT and payment is due within 14 days of the invoice date. On overdue payment you are in default by operation of law and owe statutory commercial interest (article 6:119a of the Dutch Civil Code) plus reasonable collection costs. If an invoice is more than 30 days overdue, we may suspend work and withhold delivery until payment is received. Any resulting delay is not a breach on our part.

5. Change control

Submit any request to change scope, specifications, timeline or Deliverables in writing. We tell you within a reasonable time what it means for price and planning. A change takes effect only after you approve that assessment in writing. Until then we continue on the original scope.

Each milestone includes a set number of feedback rounds in which you bundle your comments in one go; the number is stated in the quote. We make it right within those rounds. Reopening what you already approved, or new wishes after that, we treat as additional work.

6. Delivery and acceptance

We deliver each milestone or Deliverable by letting you know it is ready for review. You have 14 calendar days to test it against what was agreed and report any defects in writing, with enough detail to reproduce them. If we hear nothing within that period, or you use the Deliverable in production, it is deemed accepted. We fix reported defects within a reasonable time. Minor defects do not delay acceptance of the whole.

Any delivery dates we name are planning targets, not strict deadlines. If we run late, that alone is not a breach: you give us written notice and a reasonable period to deliver before any consequences apply.

7. Intellectual property: full ownership for you

We believe you should genuinely own the software you commission. Unlike many agencies, we keep no ownership of the codebase and do not license it back under restrictive terms. On full payment, TopDevs transfers all rights in the Deliverables created specifically for you: copyrights, database rights, design rights and other intellectual property rights. You become the sole owner, with no ongoing license fees and no obligation to keep working with us. The transfer includes:

  • all source code, configuration files and build artifacts;
  • all database schemas, migrations and data models;
  • all designs, UI components and visual assets created for you;
  • all documentation and custom integrations produced for you.

You may use, modify, sell or open-source the Deliverables without restriction, and engage another agency or your own team for maintenance. As far as the law allows, we and our makers waive the moral rights in the Deliverables, so you can genuinely modify them and use them without our name attached. The only right we cannot give up is the right to object to a distortion of the work that harms our name or reputation. Until full payment, the rights remain with us. Pre-existing tools and libraries we built before and independently of your project stay ours; where they are part of the Deliverables, you get a perpetual, royalty-free license to use them as part of the Deliverables. We may keep using general knowledge and techniques we gain, without reusing your data, business logic or confidential information. Open-source and third-party software in the Deliverables keep their own license terms; we use only licenses that permit commercial use.

8. Warranty

For 30 calendar days after acceptance, we warrant that a Deliverable substantially conforms to the agreed specifications. If it does not, we will, at our option, fix the defect or refund the portion of the price that relates to it. The warranty does not cover issues caused by changes from others, by third-party services, by use outside the agreement, or by inaccurate information from you. Beyond this warranty, we exclude implied warranties to the extent the law allows. We do not guarantee any specific commercial outcome, nor uninterrupted or error-free operation.

9. Maintenance, support, SLA and hosting

A fixed price covers building and delivering what we agreed, plus the warranty above. Ongoing maintenance, updates, new features, monitoring and support after the warranty period are not part of that. The warranty is a one-time confirmation that what we delivered matches the agreement, not a duty to keep maintaining the software. If you want us to keep it running or to keep developing it, we offer that as a separate service with its own maintenance or service level agreement (SLA). We send you those separate terms on request; they apply once you sign them and take precedence over this text for anything about support and availability.

Hosting is not part of the build by default. We can host your software for you, but you never have to: there is no lock-in and you may run the software yourself or with any other provider at any time. If you choose hosting with us, we send separate hosting terms that apply to that service. We are not liable for outages in the underlying third-party infrastructure.

10. Confidentiality and NDA

Both parties keep the other's confidential information strictly confidential, use it only for the agreement, and do not share it with third parties except with people who need to know and are bound by the same confidentiality. This does not apply to information that is already public, lawfully obtained without a confidentiality duty, or that the law requires to be disclosed. Confidentiality lasts 5 years after the agreement. We treat your business, customer and financial data as confidential of the highest sensitivity. If you want a separate non-disclosure agreement (NDA), we are happy to sign one before you share sensitive information. If we sign an NDA, it takes precedence over this text for anything about confidentiality.

11. Privacy and data processing agreement

Where we process personal data on your behalf, you are the data controller and we are the processor. Where the GDPR requires it, we enter into a data processing agreement up front that becomes part of the agreement and takes precedence over this text for anything about personal data. In line with article 28 GDPR, it records at least that we:

  • process personal data only on your written instructions and not for our own purposes;
  • ensure our staff are bound by confidentiality;
  • apply appropriate technical and organisational security measures (article 32 GDPR);
  • engage sub-processors only with your consent and under the same obligations;
  • assist you with data-subject requests and with your security and breach-notification duties;
  • notify you of a data breach without undue delay;
  • delete or return the data at your choice when the work ends, subject to any legal retention duty;
  • let you verify our compliance, for example through an audit.

The third-party services we use act as sub-processors; you consent to their use under that data processing agreement, and we provide a current list on request. All processing runs through our Netherlands office and data stays within the EU/EEA. How we handle personal data is set out in our privacy policy.

12. Security

We take reasonable security measures consistent with generally accepted standards, such as HTTPS, least-privilege access control, secure management of keys and passwords, and attention to the OWASP Top 10. No measure offers absolute certainty. We are not liable for breaches through undisclosed vulnerabilities in third-party software, the failure or compromise of third-party services, the leaking of your own credentials, or attacks on systems we did not build or manage.

13. Liability

Our total liability is limited to the amount you paid or owe for the relevant engagement. We are not liable for indirect or consequential loss, lost profit or revenue, loss of data (except where caused by a backup failure we agreed in writing), or loss resulting from third-party services. These exclusions do not limit our liability for failing to meet the security obligations we owe as a processor under the data processing agreement (article 32 GDPR). The limits do not apply to intent or deliberate recklessness by TopDevs, or to liability the law does not allow us to limit. Related claims count as a single claim. A claim lapses 12 months after you became aware, or should have become aware, of the facts it is based on.

14. Indemnification

You indemnify us against third-party claims arising from data or content you supply, from use of the Deliverables in breach of the law or third-party rights, or from changes you or third parties you engage make to the Deliverables. If the Deliverables as delivered by us infringe third-party rights, we may, at our option, secure the right to use them, modify them, or terminate the relevant part and refund the related fees.

15. Force majeure

Neither party is liable for a failure caused by force majeure under article 6:75 of the Dutch Civil Code, such as internet or telecom failures, power outages, cyberattacks on critical infrastructure, failure of third-party services, or government measures. The affected party notifies the other as soon as possible. If force majeure lasts longer than 60 days, either party may terminate the agreement, settling for the work done up to that point.

16. Term and termination

You may terminate the agreement with 30 days' notice. You then pay for the work done up to the end date, including work in progress and non-cancellable commitments we made for you. Either party may rescind the agreement if the other materially breaches and fails to cure within a reasonable time after written notice, or on insolvency. On termination we deliver the work completed up to that point against payment of what is due, and the clauses on ownership, confidentiality, privacy, liability and governing law survive.

17. Governing law and disputes

You enter into the agreement with our Netherlands office. These terms are written for business clients (B2B); if you are exceptionally a consumer, mandatory consumer-protection rules continue to apply.

These terms and all engagements are governed by Dutch law, unless we expressly agree otherwise in the agreement. We try to resolve a dispute together first and are willing to consider mediation. If that does not work, we submit it to the competent court in the Netherlands (Rechtbank Oost-Brabant), unless the agreement designates a different forum. The applicability of the Vienna Sales Convention is excluded.

18. General provisions

The agreement together with these terms forms the entire agreement and takes precedence over earlier discussions. Changes apply only if we agree them in writing. Neither party assigns the agreement without consent, except to a successor in a merger or acquisition. We may engage subcontractors and remain responsible ourselves. If a provision is invalid, the rest stays in force and we replace the invalid one with a valid provision of the same intent. An electronic or scanned signature counts as an original. We may state that we worked for you and show the delivered result in our portfolio and case studies; we respect anything genuinely confidential, and you may object on reasonable grounds. These terms exist in a Dutch and an English version. If the two differ, the Dutch version prevails. Questions? Get in touch at [email protected].