Effective date: 1 September 2026
These Terms of Service (“Terms”) govern the use of the services provided by IT Capacity B.V., a company incorporated in the Netherlands, with its registered office at Samsonweg 28-B&Z, 1521 RM Wormerveer, the Netherlands and registered with the Dutch Chamber of Commerce under number 64158160 (“Company”, “we”, “us” or “our”).
By creating an account, accessing or using our services, you (“Customer”, “you” or “your”) agree to these Terms.
1.The Service
IT Capacity provides a service through which customers may submit software code and related materials to us. Our personnel may review, analyse, modify, refactor, debug or otherwise work on submitted code according to the Customer’s instructions and provide resulting code or other deliverables to the Customer.
2.Customer Code
“Customer Code” means source code, object code, scripts, configuration files, documentation, files and other software-related materials submitted by the Customer through the Service.
The Customer retains all right, title and interest in and to the Customer Code, including all intellectual property rights in it.
Nothing in these Terms transfers ownership of Customer Code to the Company.
You grant us a limited, non-exclusive, worldwide, royalty-free licence to access, store, reproduce, execute, analyse, modify and otherwise process Customer Code solely to provide the Services and fulfil your instructions.
We will not sell Customer Code or grant third parties rights to use Customer Code except as expressly permitted by these Terms.
3.Customer Instructions and Modifications
You may instruct us to modify, repair, refactor, improve or otherwise change Customer Code.
We may make modifications reasonably necessary to fulfil your instructions.
Unless otherwise agreed in writing, code specifically created or modified for you as part of the Services (“Deliverables”) will be provided to you for your use.
To the extent that the Company owns intellectual property rights in Deliverables created specifically for you and those rights are legally transferable, the Company assigns those rights to you upon payment.
To the extent an assignment is not legally possible, the Company grants you a perpetual, worldwide, royalty-free, transferable and sublicensable licence to use, reproduce, modify, distribute and otherwise exploit the relevant Deliverables.
This provision does not transfer ownership of:
the Company’s pre-existing software;
internal tools;
libraries;
frameworks;
templates;
methodologies;
know-how;
general-purpose code;
infrastructure; or
third-party or open-source software.
Where such materials are incorporated into a Deliverable, you receive the rights necessary to use the Deliverable as intended.
4.Confidentiality
We understand that Customer Code may contain confidential and commercially sensitive information.
We will treat Customer Code as confidential and will not disclose it except:
to employees and contractors who need access to provide the Services;
to service providers required to operate the Service;
where disclosure is required by law, court order or governmental authority; or
with your permission.
We will require personnel who have access to Customer Code to comply with appropriate confidentiality obligations.
We will take reasonable technical and organisational measures to protect Customer Code against unauthorised access, disclosure, alteration or destruction.
Our confidentiality obligations continue for as long as the relevant information remains confidential, subject to applicable law.
5.Employee Access
Because the Services involve human review and modification of Customer Code, authorised Company employees and contractors may access Customer Code.
Access will be limited to persons who reasonably need it to:
perform requested work;
provide customer support;
maintain or secure the Service; or
perform necessary administrative or technical functions.
Employees and contractors are not permitted to use Customer Code for their own purposes.
6.Cloud Storage and Service Providers
Customer Code may be stored on third-party cloud infrastructure and processed through service providers used to operate the Service.
We will use reasonable care when selecting such providers and will impose appropriate confidentiality and security obligations where required by law.
We will not permit service providers to use Customer Code for their own unrelated purposes.
Information about relevant subprocessors used to process personal data is provided in accordance with our Data Processing Agreement where applicable.
7.No AI Training
We will not use Customer Code to train, fine-tune or otherwise develop artificial intelligence or machine-learning models.
We will not provide Customer Code to an AI provider for the purpose of training or improving that provider’s general-purpose models.
We may use automated tools, including AI-assisted tools, to assist in providing the Services where reasonably necessary, provided that Customer Code is not used for model training and the relevant provider is subject to appropriate confidentiality and data-protection obligations.
We may use aggregated or irreversibly anonymised information that cannot reasonably be associated with Customer Code or an identifiable customer for purposes such as security, service analytics and improving the Service.
8.Retention and Deletion
We will retain Customer Code for as long as reasonably necessary to provide the Services.
You may request deletion of your Customer Code by e-mail.
Following deletion or termination of your account, we will delete Customer Code from active systems immediately, unless retention is required or reasonably necessary for:
compliance with legal obligations;
establishing or defending legal claims;
security purposes; or
legitimate business continuity purposes.
Customer Code may remain temporarily in encrypted backups until those backups are overwritten according to our normal backup cycle.
9.Customer Responsibilities
You are responsible for ensuring that:
you have the right to submit Customer Code to us;
your instructions do not require us to infringe another person’s rights;
you have appropriate authority to instruct us to modify the submitted code;
you comply with applicable laws; and
you do not knowingly submit malicious code intended to compromise our systems.
You should not submit passwords, private keys, API credentials or other authentication secrets unless they are genuinely necessary for the requested Services.
10.Personal Data
Customer Code or related materials may contain personal data.
Where we process personal data on your behalf as a GDPR processor, the parties will enter into or incorporate a Data Processing Agreement (“DPA”).
Our Privacy Policy describes how we process personal data for our own purposes, such as account management, billing and service administration.
11.Security Incidents
We maintain reasonable security measures designed to protect Customer Code and personal data.
If we become aware of a security incident affecting Customer Code or personal data, we will investigate and take reasonable measures to contain and remediate the incident.
Where legally required, we will notify affected customers or the relevant authorities.
12.Third-Party and Open-Source Code
Customer Code may contain third-party or open-source software.
We do not acquire ownership of such software and cannot grant rights that we do not possess.
You remain responsible for complying with applicable third-party and open-source licences unless otherwise agreed.
13.Account Security
You are responsible for maintaining the confidentiality of your account credentials and for activity conducted through your account.
You must notify us promptly if you believe your account has been compromised.
14.Suspension and Termination
We may suspend or terminate access where reasonably necessary because of:
non-payment;
security risks;
unlawful activity;
abuse of the Service; or
material breach of these Terms.
You may terminate your account at any time subject to any outstanding payment obligations.
Termination does not affect rights or obligations that by their nature should survive termination, including confidentiality, intellectual property and payment obligations.
15.Liability
Article 1. Liability
1.1 If IT Capacity B.V. should be liable, this liability is limited to what is regulated in this provision.
1.2 If IT Capacity B.V. is liable for direct damage, that liability is limited to a maximum of the amount of the payout to be provided by the insurer of IT Capacity B.V., or at most to a maximum of twice the declaration amount, or that part of the assignment to which the liability relates. The liability of IT Capacity B.V. for direct damage is at all times limited to a maximum of ten thousand euros.
1.3 Notwithstanding the provisions under 1.2 of this article, for an assignment with a duration longer than six months, the liability is further limited to the fee portion owed for the last six months.
1.4 Direct damage is exclusively understood to mean:
The reasonable costs for establishing the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these conditions.
Any reasonable costs incurred to make the defective performance of IT Capacity B.V. conform to the agreement, unless these cannot be attributed to IT Capacity B.V.
Reasonable costs incurred to prevent or limit damage, insofar as the client demonstrates that these costs have led to a limitation of direct damage as referred to in these Terms.
1.5 IT Capacity B.V. is never liable for indirect damage, including consequential damage, lost profit, missed savings, and damage due to business stagnation.
Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by applicable law.
Article 2. Indemnification
2.1 The client indemnifies IT Capacity B.V. against claims by third parties regarding intellectual property rights to materials or data provided by the client, which are used during the execution of the agreement.
2.2 If the client provides information carriers, electronic files, or software to IT Capacity B.V., the client guarantees that the information carriers, electronic files, or software are free of viruses.
Article 3. Transfer of Risk
3.1 The risk of loss of or damage to the items that are the subject of the agreement passes to the client at the moment when these are legally and/or factually delivered to the client and thus brought into the power of the client or of a third party to be designated by the client.
Article 4. Force Majeure
4.1 Parties are not obliged to fulfill any obligation if they are hindered from doing so as a result of a circumstance that is not due to fault, and neither by law, a legal act, or generally accepted views comes to their account.
4.2 In these Terms, force majeure is understood to mean, in addition to what is understood in that regard in law and jurisprudence, all external causes, foreseen or unforeseen, over which IT Capacity B.V. has no influence, but as a result of which IT Capacity B.V. is unable to fulfill its obligations. Strikes within the company of IT Capacity B.V. as well as companies involved in the execution of the agreement by IT Capacity B.V. are also included.
4.3 IT Capacity B.V. also has the right to invoke force majeure if the circumstance preventing (further) fulfillment occurs after IT Capacity B.V. should have fulfilled its obligations.
4.4 Parties can suspend the obligations from the agreement during the period that the force majeure continues. If this period lasts longer than two months, each of the parties is entitled to dissolve the agreement, without any obligation to compensate for damage to the other party.
4.5 Insofar as IT Capacity B.V. has in the meantime partially fulfilled its obligations from the agreement at the time of the onset of force majeure or will be able to fulfill them, and independent value can be attributed to the fulfilled or to be fulfilled part respectively, IT Capacity B.V. is entitled to invoice the already fulfilled or to be fulfilled part separately. The client is obliged to pay this invoice as if it were a separate agreement.
16.Changes to These Terms
We may update these Terms from time to time.
We will provide reasonable notice of material changes where required by law.
Continued use of the Service after the effective date of an updated version constitutes acceptance of the updated Terms where legally permitted.
17.Governing Law
These Terms are governed by the laws of the Netherlands, except where mandatory applicable law provides otherwise.
Article 5. Disputes
5.1 All disputes arising from the agreement shall be submitted exclusively by the parties for adjudication to the North-Holland District Court, Haarlem location, unless the Subdistrict Court in Zaandam has jurisdiction, subject to the right of IT Capacity B.V. to initiate proceedings before another competent court.
5.2 Parties will only resort to the court after they have made every effort to settle a dispute by mutual agreement.
Article 6. Applicable Law
6.1 Dutch law applies to every agreement between IT Capacity B.V. and the client.
18.Contact
Questions concerning these Terms may be sent to:
IT Capacity · Samsonweg 28-B&Z, 1521 RM Wormerveer, the Netherlands · info@itcapacity.com · 64158160
These terms are also available in Dutch.