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General Terms and Conditions CapSense

Last updated: 7 april 2026

Filed with the Chamber of Commerce under registration number 99978393

These general terms and conditions apply to all offers, quotations, assignments and agreements of:

CapSense B.V., operating under the name CapSense,
established in Oud Ade,
hereinafter referred to as: “CapSense”,

and its client, hereinafter referred to as: “Client”.

Article 1 – Definitions and applicability

  1. These general terms and conditions apply to every offer, quotation, assignment and agreement between CapSense and the Client, unless explicitly agreed otherwise in writing.
  2. The services provided by CapSense include, but are not limited to:
    • UAV and drone operations;
    • data capture using UAVs, sensors and other measuring equipment;
    • inspections, surveying, mapping and monitoring;
    • data processing, photogrammetry, remote sensing and analysis;
    • delivery of datasets, models, maps, orthomosaics, point clouds, indices, reports, dashboards and advisory services;
    • integration of data into software, platforms, asset management or analytics environments;
    • consultancy, implementation, training and project management.
  3. The applicability of the Client’s purchasing conditions or any other conditions is expressly rejected.
  4. If one or more provisions of these terms and conditions are wholly or partially invalid or voidable, the remaining provisions shall remain in full force. In such case, the parties shall agree on a replacement provision that reflects the purpose and intent of the original provision as closely as possible.
  5. If CapSense does not always require strict compliance with these terms and conditions, this does not mean that these terms do not apply or that CapSense loses the right to demand strict compliance at a later stage.

Article 2 – Quotations and offers

  1. All quotations and offers issued by CapSense are non-binding, unless stated otherwise in writing.
  2. A quotation is valid for the period stated therein. If no period is specified, a validity period of 30 days after the quotation date applies.
  3. Obvious errors, mistakes, typographical errors or omissions in a quotation, offer or agreement are not binding on CapSense.
  4. Unless stated otherwise, all prices are:
    • exclusive of VAT;
    • exclusive of travel and accommodation expenses;
    • exclusive of permits, notifications, levies, site or location-related costs;
    • exclusive of third-party costs, software licenses, hosting, data storage, cloud processing and external specialist services.
  5. A composite quotation does not oblige CapSense to perform part of the assignment at a proportionate part of the quoted price.
  6. Quotations do not automatically apply to follow-up or future assignments.

Article 3 – Formation of the agreement

  1. An agreement is concluded by:
    • written acceptance of the quotation by the Client;
    • written confirmation of the assignment by CapSense;
    • or when CapSense commences execution of the assignment at the request of the Client.
  2. Verbal agreements and commitments are only binding if confirmed in writing by CapSense.
  3. Changes, additions or extensions to the assignment are only binding if agreed in writing.

Article 4 – Execution of the agreement

  1. CapSense shall perform the agreement to the best of its knowledge and ability, based on a best-efforts obligation, unless explicitly agreed otherwise in writing as a result obligation.
  2. CapSense is entitled to engage third parties for the execution of the assignment.
  3. CapSense is entitled to execute the assignment in phases and to invoice each phase separately.
  4. Stated deadlines for execution, delivery or completion are indicative and shall never be considered strict deadlines, unless explicitly agreed otherwise in writing.
  5. The execution period shall only commence once CapSense has received all necessary information, approvals, access, permissions and other data to be provided by the Client.
  6. If, during execution, it appears that changes to the assignment are necessary, the parties shall consult in a timely manner. CapSense is entitled to adjust the price and planning accordingly.

Article 5 – Specific provisions for UAV operations and fieldwork

  1. If the assignment wholly or partly relates to drone flights, sensor flights, on-site inspections or other fieldwork, execution depends on, among other things:
    • weather conditions;
    • wind, precipitation, visibility and temperature;
    • permitted airspace conditions;
    • availability of flight windows;
    • applicable laws and regulations;
    • safety assessments;
    • operational limitations on site;
    • any requirements imposed by authorities, site managers or property owners.
  2. CapSense reserves the right to postpone, interrupt or cancel a flight, measurement, inspection or other field operation if deemed necessary in connection with safety, regulations, operational feasibility or data quality.
  3. The Client acknowledges that drone operations and remote sensing activities are partly dependent on external conditions beyond CapSense’s control.
  4. If a scheduled operation cannot take place or must be interrupted due to circumstances on the side of the Client, the location, third parties or authorities, CapSense is entitled to charge already incurred costs, reserved capacity, preparation time, waiting time and any travel or operational costs.
  5. If permits, approvals, notifications, landowner consent, safety coordination, escorts, traffic measures or other location-specific requirements are necessary, these shall be at the expense and risk of the Client, unless agreed otherwise in writing.
  6. CapSense shall at all times independently determine whether an operation can be carried out safely and responsibly.

Article 6 – Obligations of the Client

  1. The Client shall ensure that all data, documents, drawings, instructions, location details and other information necessary for the execution of the assignment are provided to CapSense in a timely, complete and accurate manner.
  2. The Client guarantees that:
    • the specified locations are accessible and safe;
    • all required permissions for access, flying, measuring and inspection have been obtained;
    • the activities do not infringe any third-party rights;
    • any existing risks, hazardous substances, limitations, installations, cables, pipelines, electromagnetic sources or other relevant conditions have been communicated to CapSense in advance in writing.
  3. The Client is responsible for timely informing CapSense about safety regulations, specific risks, restricted areas, prohibited zones and other location-specific requirements.
  4. Damage, delays or additional costs arising from incorrect or incomplete information provided by the Client or failure to meet its obligations shall be borne entirely by the Client.
  5. If CapSense is unable to start or continue work at the agreed time due to a cause attributable to the Client, CapSense is entitled to charge waiting time, downtime, additional hours and any related costs.

Article 7 – Delivery, completion and acceptance

  1. Delivery of results may take place in the form of reports, datasets, photos, videos, measurement files, models, dashboards, GIS files, orthomosaics, DEM/DSM, point clouds, analyses, advisory reports or other digital or physical deliverables.
  2. Unless agreed otherwise in writing, delivery shall be deemed accepted if the Client does not submit a written and substantiated objection within 10 working days after delivery.
  3. Minor deviations, customary tolerances or quality differences resulting from weather conditions, location conditions, sensor limitations, signal conditions, GNSS influence, shadows, vegetation, reflections, temperature effects or other operational circumstances shall not constitute a defect.
  4. If concept deliveries, previews or interim results are provided, no rights or conclusions may be derived from them until final delivery has been confirmed in writing.
  5. Unless agreed otherwise in writing, CapSense is not obliged to deliver source files, raw sensor data, project files, processing settings or intermediate products.

Article 8 – Data, analyses and use of results

  1. Data, analyses, maps, models, dashboards and reports provided by CapSense are based on the data, measurement conditions, software, algorithms, interpretations and assumptions available at the time of execution.
  2. Unless explicitly agreed otherwise in writing, CapSense does not guarantee that:
    • data is completely error-free;
    • all objects, deviations or risks are detected;
    • datasets are suitable for a specific legal, technical, commercial or operational purpose of the Client;
    • reports can be used as the sole basis for design, maintenance, safety, investment or enforcement decisions without additional validation.
  3. The Client remains responsible for assessing whether the delivered results are suitable for their intended use.
  4. Results provided by CapSense may not be modified, taken out of context or used in a misleading way without prior written consent of CapSense.
  5. If the Client uses the results for decision-making with potentially significant consequences, including technical, legal, financial or safety-critical decisions, the Client must independently perform or commission additional verification and validation.

Article 9 – Changes to the assignment and additional work

  1. If during execution it appears that additional work is necessary, or if the Client changes or expands the assignment, this shall be considered additional work.
  2. Additional work shall be charged by CapSense on a time and materials basis or based on an additional quotation.
  3. Additional work includes, but is not limited to:
    • extra flight or measurement days;
    • repeat flights;
    • additional processing rounds;
    • additional analyses;
    • extra reporting requests;
    • urgent assignments;
    • site visits outside the original scope;
    • additional consultations, workshops or presentations;
    • additional integration or implementation activities.
  4. Changes in planning, scope or execution may affect price, timing and capacity.

Article 10 – Suspension, termination and cancellation

  1. CapSense is entitled to suspend its obligations or terminate the agreement in whole or in part if:
    • the Client fails to meet its obligations, or does not do so fully or on time;
    • circumstances arise after conclusion of the agreement that give reasonable grounds to fear that the Client will not fulfil its obligations;
    • the Client fails to provide the requested security for payment;
    • performance of the agreement can no longer reasonably be required of CapSense.
  2. If the Client cancels the assignment in whole or in part, CapSense is entitled to charge all costs already incurred, reserved capacity, preparatory work, third-party costs and work already performed in full.
  3. In case of cancellation of a scheduled field operation or flight, the following cancellation fees apply, unless agreed otherwise in writing:
    • up to 5 working days before execution: 25% of the agreed assignment fee;
    • within 5 working days: 50% of the agreed assignment fee;
    • within 2 working days or on the day itself: 100% of the agreed assignment fee,
      without prejudice to CapSense’s right to charge demonstrably higher costs.
  4. If cancellation is necessary due to unsafe or non-permissible operational conditions, CapSense shall consult with the Client regarding rescheduling or adjusted execution. Any costs already incurred shall remain payable.

Article 11 – Force majeure

  1. CapSense shall not be obliged to fulfil any obligation if it is prevented from doing so due to force majeure.
  2. Force majeure shall mean any external cause beyond CapSense’s control which makes performance of the agreement reasonably impossible, including but not limited to:
    • extreme or unsuitable weather conditions;
    • disruptions in GNSS, communication systems or software;
    • airspace restrictions, no-fly zones or interventions by authorities;
    • failure of sensors, UAVs or other equipment beyond normal control;
    • illness or unavailability of essential personnel;
    • strikes;
    • transport issues;
    • cyber incidents;
    • network failures or cloud disruptions;
    • fire, flooding or other calamities.
  3. During the period of force majeure, CapSense may suspend its obligations.
  4. If the force majeure situation continues for more than 3 months, both parties shall be entitled to terminate the agreement in whole or in part in writing, without any obligation to pay damages.
  5. Work already performed and costs incurred may be invoiced separately by CapSense.

Article 12 – Prices and payment

  1. Payment shall be made within 14 days after the invoice date, unless agreed otherwise in writing.
  2. CapSense is entitled to require an advance payment, deposit or phased payment prior to execution.
  3. In the event of late payment, the Client shall be in default by operation of law and shall owe statutory commercial interest. If the Client does not qualify as referred to in Section 6:119a of the Dutch Civil Code, the statutory interest shall apply.
  4. All reasonable extrajudicial and judicial collection costs shall be borne by the Client.
  5. Objections to an invoice do not suspend the payment obligation.
  6. The Client is not entitled to set-off or suspension, unless mandatory law provides otherwise.

Article 13 – Intellectual property and usage rights

  1. All intellectual property rights relating to quotations, reports, analyses, dashboards, designs, models, software, scripts, methodologies, visualisations, maps, data processing, templates, documentation and other materials developed or provided by CapSense shall remain exclusively vested in CapSense or its licensors.
  2. Unless agreed otherwise in writing, the Client shall only obtain a non-exclusive, non-transferable right to use the delivered results for the agreed internal purpose.
  3. The Client is not permitted, without prior written consent of CapSense, to:
    • commercially exploit results outside the agreed purpose;
    • sublicense, sell or make results available to third parties;
    • copy or reproduce methodologies, software logic, templates or processing models of CapSense;
    • remove branding, source references or author attributions.
  4. Raw data, source files, algorithms, scripts, project configurations and processing workflows remain the property of CapSense, unless agreed otherwise in writing.
  5. CapSense is entitled to use the knowledge, experience and general know-how gained during execution of the assignment for other purposes, provided that no confidential information of the Client is disclosed to third parties.
  6. CapSense may refer to the Client as a reference and use non-confidential project descriptions for portfolio and marketing purposes, unless agreed otherwise in writing.

Article 14 – Confidentiality

  1. The parties are obliged to treat all confidential information received from each other in connection with the agreement as confidential.
  2. Information shall be considered confidential if it has been designated as such by a party or if this follows from the nature of the information.
  3. The obligation of confidentiality does not apply to information that:
    • was already publicly available;
    • has been lawfully obtained from third parties;
    • has been independently developed without the use of confidential information;
    • must be disclosed pursuant to legal or regulatory requirements or a court order.

Article 15 – Liability

  1. The total liability of CapSense for any attributable failure in the performance of the agreement or on any other basis shall be limited to the amount paid out under CapSense’s liability insurance in the relevant case, increased by the applicable deductible.
  2. If, for whatever reason, no payment is made under such insurance, liability shall be limited to a maximum of the invoice amount of the relevant assignment, or the part thereof to which the liability relates, with an absolute maximum of €25,000, unless agreed otherwise in writing.
  3. CapSense shall only be liable for direct damage resulting from intent or deliberate recklessness on the part of CapSense.
  4. CapSense shall not be liable for indirect damage, consequential damage, business interruption, loss of profit, missed savings, reduced revenue, loss of data, third-party claims, reputational damage or damage resulting from delayed decision-making.
  5. CapSense shall not be liable for damage resulting from:
    • incorrect or incomplete information provided by the Client;
    • unsuitability of results for a specific purpose;
    • interpretation errors by the Client or third parties;
    • use of results outside the agreed context;
    • failures or errors in software, platforms or systems of third parties;
    • limitations or deviations inherent to sensor data, remote sensing, GNSS, aerial imagery, AI analysis, models or automated interpretation.
  6. Any claim for damages shall lapse if it is not reported to CapSense in writing and with proper substantiation within 30 days after the Client has discovered or reasonably should have discovered the damage.

Article 16 – Indemnification

  1. The Client indemnifies CapSense against any claims from third parties related to the execution of the agreement, insofar as such claims arise from circumstances not attributable to CapSense.
  2. The Client specifically indemnifies CapSense against claims arising from:
    • incorrect or incomplete information provided by the Client;
    • the absence of required permits or rights;
    • unlawful use of results delivered by CapSense;
    • decisions made by the Client or third parties based on CapSense’s results without appropriate additional validation.

Article 17 – Complaints

  1. Complaints regarding the execution of the assignment or delivered results must be submitted to CapSense in writing and with proper substantiation within 10 working days after delivery.
  2. Complaints do not suspend the Client’s payment obligation.
  3. If a complaint is deemed justified, CapSense shall, at its discretion:
    • remedy the performance;
    • provide a reasonable correction or addition;
    • or grant a reasonable credit.
  4. If a complaint proves to be unfounded, the costs of investigation on the part of CapSense shall be borne by the Client.

Article 18 – Limitation period

  1. By way of deviation from statutory limitation periods, all claims and defenses against CapSense and any third parties engaged by CapSense shall expire 12 months after the claim has arisen.

Article 19 – Applicable law and disputes

  1. All legal relationships between CapSense and the Client shall be governed exclusively by Dutch law.
  2. The applicability of the Vienna Convention on Contracts for the International Sale of Goods (CISG) is excluded.
  3. Disputes shall in the first instance be attempted to be resolved through mutual consultation.
  4. If the parties fail to reach a solution, disputes shall be submitted exclusively to the competent court in the district where CapSense has its registered office, unless mandatory law provides otherwise.

Article 20 – Filing and version

  1. These general terms and conditions have been filed with the Chamber of Commerce under registration number 99978393 and may be provided free of charge upon request or made available electronically by CapSense.
  2. The most recent version used by CapSense at the time of concluding the agreement shall always apply.
  3. The Dutch version of these general terms and conditions shall prevail in the event of any interpretation differences.