Terms and conditions

1. About these terms

These terms govern use of the Net Ninjas website and, where incorporated into a proposal, order, statement of work, or other agreement, consulting services supplied by Net Ninjas, the Netherlands sole proprietorship operated by Jeff Kloythanomsup. We supply our services to businesses. The AI-Built App Security Review is the one exception: consumers can buy it as well, and section 14 sets out the extra rules that protect them.

A signed agreement or statement of work takes precedence if it conflicts with these terms. These terms do not override mandatory law or any rights that cannot legally be excluded.

2. Website use

Information on this website is general information, not a binding offer or a guarantee of results. We aim to keep it accurate and available but cannot promise that it will always be complete, current, or uninterrupted.

You may browse and link to this website for lawful purposes. Do not interfere with its operation, attempt unauthorised access, or reuse its content in a way that infringes intellectual property rights. Third-party links are provided for convenience; their services and policies are their own.

3. Proposals and scope

Consulting engagements begin only when both parties agree in writing to the scope, deliverables, schedule, and fees. Estimates and proposed timelines depend on assumptions and timely cooperation. Any material change to scope, priorities, or requirements may require a written change order and revised fees or dates.

Unless expressly agreed, we do not provide continuous monitoring, managed services, legal advice, compliance certification, or guaranteed business outcomes.

4. Fees, expenses, and payment

Fees, billing frequency, payment terms, and approved expenses are set out in the applicable proposal or agreement. Fees for business clients are exclusive of VAT and other applicable taxes unless stated otherwise. Prices for consumers include VAT. Third-party cloud, software, API, and licensing charges are the client's responsibility unless explicitly included.

Invoices are payable within 14 days of issue unless agreed otherwise. If a business client pays late, statutory commercial interest is due (art. 6:119a BW), together with collection costs of 15% of the amount due, with a minimum of €40 (art. 6:96(4) BW). We may suspend work after written notice until overdue invoices are paid (art. 6:52 and art. 6:262 BW), taking reasonable steps to avoid unnecessary disruption.

5. Client cooperation and access

The client provides timely decisions, accurate information, appropriate access, licences, approvals, and a suitable contact person. The client remains responsible for its business decisions, data classification, legal obligations, production approvals, backups, and recovery arrangements unless a written agreement assigns particular tasks to us.

Both parties will use reasonable security practices when sharing credentials and access. We may recommend a safer implementation or decline instructions that create unreasonable security or legal risks.

6. Delivery, acceptance, and changes

We will perform services with reasonable care and skill. The parties should document any objective acceptance criteria in the statement of work. The client should review deliverables promptly and notify us of material deviations with enough detail to investigate and correct them within a reasonable time.

Delivery dates are targets unless expressly designated binding in writing. Dependencies, third-party outages, and client-requested changes may affect the schedule.

7. Intellectual property and tools

Once the client has paid all fees due for the relevant deliverables, the client receives ownership of custom deliverables created specifically for it to the extent transferable and expressly identified in the agreement. To the extent an additional deed or act is legally required to transfer rights, the parties will cooperate to complete it.

We retain ownership of our pre-existing materials, general methods, know-how, templates, reusable code, and tools. To the extent such materials are embedded in paid deliverables, we grant the client a perpetual, worldwide, non-exclusive licence to use, maintain, and modify them as part of those deliverables. Open-source and third-party components remain subject to their own licences.

8. Cloud platforms, AI, and third parties

Cloud providers, model providers, software vendors, and other third parties control their own services, terms, pricing, and availability. We are not responsible for their independent acts or outages except to the extent caused by our own failure to exercise reasonable care.

AI-generated outputs can be inaccurate, incomplete, or unsuitable for regulated or high-stakes decisions. The client is responsible for appropriate human review, testing, and approval before relying on AI outputs in production or business decisions. We do not guarantee particular model behaviour, savings, uptime, or security outcomes unless expressly agreed in writing.

9. Confidentiality and personal data

Each party will keep the other's non-public business information confidential, use it only for the engagement, and disclose it only to people who need it and are bound by suitable confidentiality duties, except where disclosure is required by law or the information is already public through no breach.

Each party must comply with applicable data protection law, including the GDPR where relevant. If we process personal data on the client's behalf as a processor, the parties will enter into an appropriate data processing agreement before that processing begins. How this website and our own business handle personal data is explained in the privacy policy at netninjas.eu/privacy.

10. Warranties and liability

We will provide services with reasonable professional care and skill. Except for express written commitments and mandatory legal obligations, we do not warrant uninterrupted systems, error-free software, or a particular commercial result.

To the extent permitted by law, our aggregate liability arising from an engagement is limited to the fees paid or payable for that engagement during the 12 months before the event giving rise to the claim. We are not liable for indirect or consequential loss, such as lost profits or business opportunities, except where such exclusion is prohibited by law. These limitations do not apply to intent, deliberate recklessness, or any liability that cannot lawfully be limited. The client must take reasonable steps to mitigate losses.

For a consumer, the law presumes a clause that limits or excludes our liability to be unreasonably onerous (art. 6:237(f) BW). These limitations apply to a consumer only where they hold up against that test, and they never reduce rights the law gives a consumer.

11. Termination

Either party may terminate an engagement for a material breach that remains uncured 14 days after written notice describing the breach, unless the breach cannot reasonably be cured or mandatory law provides otherwise. Either party may terminate immediately where continued performance would be unlawful.

On termination, the client pays for services performed and non-cancellable commitments reasonably incurred up to the termination date. Each party will return or securely delete the other's confidential information on reasonable request, subject to lawful retention duties and agreed transition arrangements.

12. Force majeure

Neither party is liable for delay caused by circumstances beyond its reasonable control, to the extent recognised by applicable law, provided it promptly informs the other party and takes reasonable steps to reduce the impact. Payment obligations for services already delivered remain due.

13. Governing law and disputes

Dutch law governs these terms and related engagements, excluding conflict-of-laws rules where permitted. The parties will first try to resolve disputes in good faith. Subject to mandatory jurisdiction rules, disputes will be submitted to the competent court in Amsterdam, the Netherlands.

We direct our services to consumers across the EU, so a consumer keeps the protection of the mandatory law of the country where they live (art. 6(1) and (2) Regulation (EC) No 593/2008). A consumer in the EU may also bring a claim in the courts where they live, and we can sue a consumer only in the courts of the Member State where they live (art. 18 Regulation (EU) No 1215/2012).

14. Consumers

A consumer is a person who buys the AI-Built App Security Review for purposes outside their trade, business, craft, or profession. The rules in this section apply only to consumers, and they take precedence over any other section that conflicts with them.

The prices we show consumers include any VAT due: 21% Dutch VAT for a consumer in the EU (art. 45 Directive 2006/112/EC), and none for a consumer outside the EU (art. 59(c) of that directive). Before a consumer is bound, we give them the service, the total price, how to pay, the expected dates, and the right of withdrawal, with the model withdrawal form below (art. 6:230m(1) BW). We confirm the agreement on a durable medium before work starts (art. 6:230v(7) BW).

A consumer may withdraw from the agreement within 14 days of the day it was concluded, without giving a reason (art. 6:230o(1) BW). The consumer can withdraw by email to hello@netninjas.eu, or by post to our address, with any clear statement or with the model form (art. 6:230o(3) BW). We refund every payment within 14 days of receiving the withdrawal, less any amount owed under the next paragraph (art. 6:230r(1) BW).

We start work within those 14 days only if the consumer expressly asks us to and declares that they give up the right of withdrawal once we have performed the service in full (art. 6:230v(8) BW). A consumer who withdraws after work has started pays an amount in proportion to the work already done, calculated from the total price (art. 6:230s(4) BW). Once we have performed the service in full, the right of withdrawal ends (art. 6:230p(d) BW).

Apart from the right of withdrawal, a consumer may end an engagement at any time and owes no compensation for ending it. They pay a reasonable part of the fee for the work already done (art. 7:408(1) and (3), art. 7:411, and art. 7:413 BW).

Model withdrawal form. To Net Ninjas Consulting, Herengracht 420, 1017 BZ Amsterdam, Netherlands, hello@netninjas.eu: I hereby give notice that I withdraw from my contract for the provision of the following service: [service], ordered on [date], name of consumer: [name], address of consumer: [address], signature of consumer (only if this form is notified on paper), date: [date].

If a consumer pays late, we first send a reminder that states the costs that will follow and gives 14 days, counted from the day after the reminder, to pay. Only after that can statutory interest (art. 6:119 BW) and collection costs within the statutory limits become due (art. 6:96(5) and (6) BW).

15. Updates and contact

We may update these website terms from time to time. Changes to terms governing an existing engagement apply only if agreed by the parties or otherwise valid under applicable law. The date below shows the latest revision.

Questions about these terms can be sent to hello@netninjas.eu. We will add our Chamber of Commerce (KvK) and VAT registration details to the website footer as soon as they are available, and they will appear on every proposal and invoice.