Terms & Conditions

1. Definitions

"Managium" refers to Managium, located at IFZA Business Park, Dubai Silicon Oasis, registered under Trade License number 31662.

"Client" refers to the natural or legal person entering into an agreement with Managium.

"Solution" refers to the automation, software, platform, or service delivered by Managium as described in the proposal.

2. Applicability

These terms and conditions apply to all offers, proposals, and agreements between Managium and the client.

Deviations from these terms are only valid if agreed upon in writing.

3. Fixed Price & Acceptance

All work is carried out at a fixed total price agreed upon in writing in the proposal. No after-the-fact billing applies, unless additional work has been approved in writing in advance by the client. Payment may occur in installments linked to the delivery of milestones, but the total price is fixed upfront.

Upon delivery, a 14-day acceptance period applies during which the client may indicate in writing whether the delivery meets the agreed specifications set out in the proposal.

Deviations from the agreed specifications will be corrected by Managium within a reasonable timeframe at no cost, provided they are reported in writing within the acceptance period.

Functional extensions, scope changes, or adaptations to changed business processes fall outside the acceptance arrangement and are quoted separately as additional work.

After the acceptance period has expired without written notification of defects, the delivery is considered accepted and the corresponding payment is due in accordance with the payment terms in the proposal.

4. Correction Guarantee & Scope

The correction guarantee applies exclusively to minor bugs or deviations from the agreed specifications that are present at the time of delivery and are reported within the 14-day acceptance period.

Bugs, errors, malfunctions, or deviations that arise after the acceptance period, including but not limited to issues caused by changes in external systems, third-party API updates, changed business processes, or new requirements, are not covered by the correction guarantee and are considered new work.

Updates, modifications, optimizations, or extensions of the delivered solution always fall outside the scope of the original project and will be quoted and invoiced separately.

For ongoing maintenance, monitoring, and proactive updates, a separate Service Level Agreement (SLA) can be arranged. The terms, scope, and costs of an SLA are documented in a separate agreement.

The client cannot claim free corrections after expiry of the acceptance period, unless otherwise agreed in writing.

5. Managed Hosting

The managed hosting service by Managium exclusively covers running and keeping the delivered solution available on Managium servers, including basic server-level monitoring (uptime, availability).

Managed hosting does not include: maintaining, updating, modifying, or extending the automation or software itself. The solution runs in the state in which it was delivered and accepted.

If the client requires maintenance, updates, or modifications to the software, a separate SLA agreement must be arranged or these activities will be quoted separately.

Managium is not liable for malfunctions or errors in the solution resulting from changes in external systems, third-party API updates, or other circumstances beyond Managium's control, even when the solution runs via managed hosting.

The managed hosting service can be terminated by either party with 30 days' notice. Upon termination, the client receives the complete source code and documentation for self-hosting.

6. Maintenance, Updates & Extensions

After delivery and acceptance of the solution, Managium is not obligated to perform maintenance, updates, bug fixes, or modifications, unless otherwise agreed in writing in a separate SLA agreement.

Requests for maintenance, updates, or bug fixes after the acceptance period are treated as new work and will be quoted separately based on the applicable rates at that time.

Extensions of existing automations or building new automations are always quoted and invoiced separately as a new project.

Managium optionally offers SLA agreements for ongoing maintenance. An SLA may include: periodic maintenance, proactive monitoring, priority support, and implementing updates. The exact scope, response times, and costs are documented in the SLA agreement.

The client is responsible for the functioning of the solution after the acceptance period, unless an active SLA agreement is in effect.

7. Intellectual Property & Source Code

Upon full and final payment, the source code of the developed solution is transferred to the client. The client obtains full ownership and usage rights.

Until full payment is made, intellectual property remains with Managium.

Managium retains the right to reuse generic components, methods, frameworks, and non-client-specific knowledge for other projects. Client-specific data, configurations, and business logic are not reused.

8. Payment Terms

Payment is made according to the payment structure specified in the proposal.

The standard payment term is 14 days after invoice date, unless otherwise agreed in writing.

In case of late payment, Managium is entitled to charge statutory interest.

9. Delivery & Acceptance

After delivery, the client has 14 days to test the solution and report any defects.

If the client does not respond in writing within 14 days after delivery, the solution is considered accepted.

10. Liability

The total liability of Managium is limited to the amount invoiced for the relevant project.

Managium is not liable for indirect damages, consequential damages, lost profits, missed savings, or damages from business stagnation.

Managium is not liable for damages caused by changes made by the client or third parties to the delivered solution.

11. Confidentiality

Both parties commit to confidentiality of all confidential information shared in the context of the project. This obligation continues after termination of the agreement.

12. Force Majeure

In the event of force majeure (including: outages at external service providers, internet failures, or government measures), Managium is not bound to fulfill any obligation.

13. Applicable Law & Disputes

All agreements between Managium and the client are governed by Dutch law.

Disputes are preferably resolved mutually. If this is not possible, disputes will be submitted to the competent court in the district of Oost-Brabant, the Netherlands.