Terms of Service

Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and RapidScale B.V. ("RapidScale," "we," "our," or "us"), a company registered in the Netherlands with registration number 91783054.

By accessing our website, engaging our services, or entering into any agreement with RapidScale, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services or website.

2. Services Description

RapidScale provides professional IT outsourcing and development services, including but not limited to:

• Custom software development and programming services
• Cloud solutions and infrastructure management
• IT consulting and strategic technology planning
• DevOps services and automation solutions
• Technical support and maintenance services

Specific service details, deliverables, timelines, and pricing will be outlined in separate service agreements or statements of work executed between RapidScale and the Client.

3. User Obligations

When using our services or website, you agree to:

• Provide accurate, complete, and current information as required
• Comply with all applicable laws and regulations
• Respect the intellectual property rights of RapidScale and third parties
• Use our services only for lawful and authorised purposes
• Maintain the confidentiality of any login credentials or access information
• Promptly notify us of any unauthorised use of your account or security breach

You must not use our services to transmit, distribute, or store material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.

4. Intellectual Property

All content, software, designs, text, graphics, images, logos, and other materials on our website and in our services are the property of RapidScale or our licensors and are protected by copyright, trademark, and other intellectual property laws.

Subject to these Terms and any separate service agreement, RapidScale grants you a limited, non-exclusive, non-transferable licence to access and use our services for their intended purpose. This licence does not include any right to:

• Resell, redistribute, or sublicense our services
• Modify, adapt, or create derivative works
• Reverse engineer, decompile, or disassemble our software
• Remove or alter any proprietary notices or labels

Ownership of custom developments and intellectual property created specifically for clients will be addressed in individual service agreements.

5. Payment Terms

Payment terms, including fees, billing cycles, and payment methods, will be specified in individual service agreements or invoices. Unless otherwise agreed in writing:

• All fees are quoted and payable in Euros (EUR)
• Invoices are due within 30 days of the invoice date
• Late payments may incur interest charges at a rate of 1.5% per month
• All fees are non-refundable unless otherwise specified

RapidScale reserves the right to suspend services for accounts with overdue payments after providing reasonable notice to the Client.

6. Confidentiality

Both parties acknowledge that they may have access to confidential information of the other party. Each party agrees to:

• Maintain the confidentiality of all confidential information
• Use confidential information solely for the purpose of the business relationship
• Not disclose confidential information to third parties without prior written consent
• Return or destroy confidential information upon termination of the relationship

This obligation survives termination of these Terms and any service agreements.

7. Limitation of Liability

To the maximum extent permitted by applicable law, RapidScale's total liability for any claims arising from or related to these Terms or our services shall not exceed the total amount paid by the Client to RapidScale in the twelve (12) months preceding the claim.

In no event shall RapidScale be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Business interruption or downtime
• Cost of substitute goods or services

This limitation applies regardless of the legal theory upon which the claim is based and even if RapidScale has been advised of the possibility of such damages.

8. Warranties and Disclaimers

RapidScale warrants that our services will be performed in a professional and workmanlike manner in accordance with industry standards. However, except as expressly stated in these Terms or a separate service agreement, our services are provided "as is" and "as available."

We disclaim all other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that our services will be uninterrupted, error-free, or completely secure.

9. Indemnification

You agree to indemnify, defend, and hold harmless RapidScale, its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to your use of our services, violation of these Terms, or infringement of any third-party rights.

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law principles.

Any disputes arising from or related to these Terms or our services shall be subject to the exclusive jurisdiction of the competent courts in Amsterdam, the Netherlands. Both parties consent to the personal jurisdiction of such courts.

11. Termination

Either party may terminate these Terms or any service agreement with thirty (30) days' written notice. RapidScale may terminate immediately if:

• You breach any material term of these Terms
• You fail to pay undisputed fees when due
• You engage in conduct that could harm RapidScale's reputation or business
• You become insolvent or subject to bankruptcy proceedings

Upon termination, all rights and licences granted to you will immediately cease, and you must stop using our services. Provisions that by their nature should survive termination will remain in effect.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labour disputes, government actions, or technical failures of third-party services.

13. Modifications

RapidScale reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of our services after such changes constitutes acceptance of the modified Terms.

14. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be replaced with a valid provision that most closely reflects the original intent.

15. Entire Agreement

These Terms, together with any separate service agreements and our Privacy Policy, constitute the entire agreement between you and RapidScale regarding the subject matter hereof and supersede all prior or contemporaneous communications and proposals.

16. Contact Information

If you have any questions about these Terms, please contact us: