Terms & conditions

RUDIQ · version 1.0 · November 2026

This is an English translation of our Dutch terms and conditions. In the event of any discrepancy, the Dutch version prevails. All agreements are governed by Dutch law.

Article 1 – Definitions

In these terms and conditions, the following definitions apply:

RUDIQ: RUDIQ B.V., established at Laan van België 140, 4701 CL Roosendaal, registered with the Dutch Chamber of Commerce under number 42068812.

Client: any legal entity or natural person acting in the course of a profession or business that concludes an agreement with RUDIQ or is in negotiations about one.

Agreement: any arrangement between RUDIQ and the client regarding services, advice, workshops, demos, pilots, implementation, software use, licences, training, support or other work.

TPM Digital: the digital platform developed by or on behalf of RUDIQ, including concepts, modules, methodologies, software, documentation, designs, data structures, workflows and associated services.

Services: all work performed by RUDIQ, including advice, consultancy, training, workshops, pilots, demonstrations, implementation support, software development, licences, support and other services.

Materials: all documents, presentations, analyses, reports, templates, models, software, visuals, texts, working methods, designs and other resources developed or provided by RUDIQ.

Article 2 – Applicability

1. These terms and conditions apply to all offers, quotations, agreements, services, deliveries and work of RUDIQ.
2. Deviations are only valid if confirmed in writing by RUDIQ.
3. The client's own terms and conditions do not apply, unless RUDIQ has accepted them in writing.
4. In the event of conflict between documents, the following order of precedence applies:
   1. the signed agreement or quotation;
   2. any annexes;
   3. these terms and conditions.

Article 3 – Quotations and formation of the agreement

1. Quotations from RUDIQ are without obligation, unless stated otherwise in writing.
2. A quotation is valid for 30 days, unless stated otherwise.
3. An agreement is concluded as soon as the client accepts the quotation in writing, digitally or by e-mail, or as soon as RUDIQ starts the work with the client's consent.
4. If the client asks RUDIQ to perform work without a formal signed quotation, RUDIQ may invoice this work in accordance with the agreed or customary rates.
5. Verbal arrangements are only binding if confirmed in writing or by e-mail by RUDIQ.

Article 4 – Performance of the work

1. RUDIQ performs the agreement to the best of its insight, ability and professionalism.
2. All work by RUDIQ constitutes a best-efforts obligation, unless a specific result has been expressly agreed in writing.
3. Deadlines and planning are indicative and do not constitute strict deadlines, unless agreed otherwise in writing.
4. The client provides all information, access, cooperation, data, documents and decisions required for performance in good time.
5. If the client provides insufficient or late cooperation, RUDIQ may suspend the work and charge for any additional costs or delays.
6. RUDIQ may engage third parties for the performance of the agreement, such as software developers, designers, advisers, hosting parties or other specialists.

Article 5 – Advice, implementation and consultancy

1. RUDIQ's advice, analyses, improvement proposals and implementation plans are based on the available information, practical experience and insights during the assignment.
2. The client remains responsible for decisions, investments, organisational choices, technical choices and follow-up within its own organisation.
3. RUDIQ does not guarantee any specific financial, operational or technical results, unless expressly agreed in writing.
4. Results such as OEE improvement, loss reduction, efficiency improvement, cost savings or cultural change depend on multiple factors within the client's organisation.

Article 6 – Demos, pilots and trial projects

1. Demos, pilots and trial projects are intended to explore the operation, applicability and potential value of TPM Digital or RUDIQ's services.
2. During demos and pilots, software, modules or functionalities may still be under development.
3. RUDIQ does not guarantee that demos, pilots or development versions are entirely error-free, complete or permanently available.
4. A pilot or demo does not give any right to lasting use of software, documentation, methodologies or materials, unless agreed otherwise in writing.
5. Information from demos and pilots may not be shared with third parties without RUDIQ's written permission.

Article 7 – TPM Digital and use of software

1. If RUDIQ grants access to TPM Digital or other software, the client obtains only a temporary, non-exclusive, non-transferable and revocable right of use.
2. The client may only use the software for its own internal business purposes and within the agreed scope, number of users, modules and term.
3. The client may not copy, sell, rent, sublicense, reverse-engineer, recreate, disclose or commercially exploit the software.
4. The client may not circumvent any security measures, access rights, licence restrictions or technical measures.
5. RUDIQ may suspend access to the software if the client breaches the agreement, fails to pay invoices or uses the software improperly.
6. RUDIQ may further develop, modify, improve or expand TPM Digital. The client has no right to specific future functionalities, unless agreed in writing.

Article 8 – Intellectual property

1. All intellectual property rights to TPM Digital, software, modules, methodologies, designs, workflows, databases, documentation, reports, templates, visuals, texts, analyses and other materials remain fully owned by RUDIQ or its licensors.
2. The client obtains only the rights of use that have been agreed in writing.
3. Nothing in the agreement results in a transfer of intellectual property rights to the client.
4. The client may not copy, modify, distribute, sell, disclose or use RUDIQ's materials outside the assignment without written permission.
5. Feedback, ideas, wishes or improvement proposals from the client about TPM Digital or the services may be used by RUDIQ free of charge for improvement and further development, without the client being entitled to any compensation or co-ownership.
6. The client guarantees that the information, logos, documents, data and materials it provides to RUDIQ do not infringe any third-party rights.

Article 9 – Confidentiality

1. The parties treat all confidential information as secret.
2. Confidential information includes in any case business information, production data, process information, financial information, software concepts, prices, client data, strategies, technical data and information about employees or clients.
3. The duty of confidentiality continues to apply after termination of the agreement.
4. RUDIQ may share confidential information with employees, advisers, software partners or subcontractors insofar as this is necessary for performance of the agreement.

Article 10 – Data and client information

1. Data, documents and information supplied by the client remain the property of the client.
2. RUDIQ may use client information for performance of the agreement, analysis, support, security, improvement of services and further development of TPM Digital.
3. RUDIQ may use anonymised or aggregated data for benchmarking, product improvement, reporting and analysis, provided that such data cannot be traced back to the client or to individuals.
4. The client is responsible for the accuracy, completeness and lawfulness of the data supplied.

Article 11 – Privacy and personal data

1. RUDIQ processes personal data in accordance with the GDPR.
2. Where RUDIQ processes personal data on behalf of the client, the parties conclude a separate data processing agreement where necessary.
3. The client remains responsible for the lawfulness of personal data it provides to RUDIQ or processes via TPM Digital, unless agreed otherwise in writing.
4. Further information can be found in RUDIQ's privacy statement.

Article 12 – Prices and rates

1. All prices are exclusive of VAT and other levies, unless stated otherwise.
2. RUDIQ may adjust its rates annually based on inflation, cost increases or changed market conditions.
3. Travel time, travel costs, accommodation costs and other additional costs may be invoiced separately, unless agreed otherwise in writing.
4. Additional work is invoiced separately on the basis of the agreed rates or RUDIQ's customary rates.

Article 13 – Payment

1. Invoices must be paid within 14 days of the invoice date, unless agreed otherwise in writing.
2. Payment is made without discount, set-off or suspension.
3. In the event of late payment, the client owes statutory commercial interest and reasonable collection costs.
4. RUDIQ may suspend work or access to software for as long as invoices remain unpaid.
5. Objections to invoices must be reported in writing within 14 days of the invoice date. An objection does not suspend the payment obligation.

Article 14 – Additional work

1. Additional work is all work that falls outside the original quotation, assignment or scope.
2. Additional work may arise from extra wishes, a changed scope, additional consultations, additional analyses, additional implementation support, additional software functionalities or delay due to missing information.
3. RUDIQ will report additional work in advance as much as possible, but additional work may also be payable without prior written confirmation if the client could reasonably have understood that extra work was required.

Article 15 – Cancellation and rescheduling

1. Workshops, training, consultancy days or appointments may be rescheduled or cancelled free of charge up to 5 working days before the scheduled date.
2. In the event of cancellation or rescheduling within 5 working days, RUDIQ may charge 50% of the agreed amount.
3. In the event of cancellation or rescheduling within 24 hours, RUDIQ may charge 100% of the agreed amount.
4. Costs already incurred may always be invoiced.

Article 16 – Support, maintenance and availability

1. RUDIQ makes every effort to keep digital services and software as available as possible.
2. RUDIQ does not guarantee that software or digital services are always error-free, uninterrupted or fully available, unless a specific service level has been agreed in writing.
3. RUDIQ may carry out maintenance, implement updates or temporarily take systems out of use.
4. Support is provided in accordance with the arrangements in the quotation, agreement or additional support terms.

Article 17 – Liability

1. RUDIQ is only liable for direct damage that is the direct result of an attributable failure by RUDIQ.
2. RUDIQ is not liable for indirect damage, consequential damage, lost profit, missed savings, loss of production, loss of data, reputational damage, business stagnation or third-party claims.
3. RUDIQ's liability is limited to the amount paid out by its liability insurance in the relevant case.
4. If no insurance payment is made, liability is limited to the amount the client paid to RUDIQ in the three months prior to the event causing the damage, with a maximum of € 10,000.
5. This limitation does not apply in the event of intent or deliberate recklessness on the part of RUDIQ's management.

Article 18 – Force majeure

1. RUDIQ is not obliged to fulfil any obligations in the event of force majeure.
2. Force majeure includes, among other things: internet outages, cloud outages, supplier disruptions, power failures, cyber incidents, illness, staff shortages, government measures, strikes, war, pandemics, fire, water damage or other circumstances beyond RUDIQ's control.
3. In the event of force majeure, obligations are suspended for as long as the force majeure continues.
4. If force majeure lasts longer than 60 days, both parties may terminate the agreement in writing without owing any compensation.

Article 19 – Term and termination

1. The term of the agreement is stated in the quotation or agreement.
2. Fixed-term agreements cannot be terminated prematurely, unless agreed otherwise in writing.
3. RUDIQ may suspend or terminate the agreement if the client fails to meet its obligations, fails to pay invoices, files for bankruptcy, applies for a suspension of payments or ceases its business activities.
4. Upon termination, the right of use of software, documentation and materials lapses, unless agreed otherwise in writing.
5. Provisions regarding payment, intellectual property, confidentiality, liability, privacy and applicable law remain in force after termination.

Article 20 – Use as reference

1. RUDIQ may use the client's name and logo as a business reference, unless the client objects in writing in advance.
2. RUDIQ may share general results or cases, provided that confidential information and personal data are not shared without permission.
3. Detailed client cases, testimonials or specific results are only published after consultation with the client.

Article 21 – Complaints

1. Complaints must be reported to RUDIQ in writing as soon as possible, but no later than 14 days after discovery.
2. The complaint must be clearly described so that RUDIQ can respond or propose a solution.
3. A complaint does not suspend the payment obligation.

Article 22 – Amendment of terms

1. RUDIQ may amend these terms and conditions.
2. Amended terms apply to new agreements and, where reasonable, to existing agreements after notification to the client.
3. In the event of material changes, RUDIQ will inform the client in good time.

Article 23 – Applicable law and competent court

1. All agreements between RUDIQ and the client are governed by Dutch law.
2. Disputes are preferably resolved by mutual consultation first.
3. If the parties cannot resolve the matter together, disputes are submitted to the competent court in the district where RUDIQ is established, unless mandatory law provides otherwise.