"Kubeforge", "we", "us" and "our" refer to Ferox Systems BV, a company incorporated under the laws of Belgium with company number BE 0767.392.140, registered office in Oostende, Belgium, trading as Kubeforge.

"Client", "you" and "your" refer to the legal entity engaging Kubeforge under a Statement of Work.

"Services" means the engineering and consulting work described in a Statement of Work, typically covering Kubernetes security audits, platform maturity assessments, platform architecture engagements, and the hands-on follow-on work to act on them (for example, remediation, build, rollout or cluster orchestration).

"Statement of Work" or "SoW" means the written document signed by both parties that defines the scope, deliverables, timeline and fee for a specific engagement.

"Deliverables" means the written reports, diagrams, manifests, configuration changes, code, infrastructure-as-code artifacts and other materials identified as deliverables in the Statement of Work.

Kubeforge provides senior Kubernetes engineering and consulting services on a project-scoped basis. Every engagement begins with a scoping call and is confirmed in writing by a Statement of Work before work starts.

Engagements may take three shapes: fixed-scope (for example, a security audit or platform maturity assessment), phased (for example, a platform architecture engagement, where each phase is scoped separately) and time-boxed (hands-on follow-on work such as remediation, build, rollout or cluster orchestration, billed at a fixed monthly rate with a defined end date). The applicable shape is identified in the Statement of Work.

Kubeforge is engaged for its expertise and judgement. We do not commit to any specific outcome or business result beyond the deliverables listed in the Statement of Work.

Services are performed remotely unless the Statement of Work provides otherwise. If on-site presence is required, travel time and expenses are agreed separately.

The Statement of Work identifies the engagement scope, the deliverables, the timeline, the fee and payment schedule, the in-scope environments, any access or materials required from the Client, and any explicit out-of-scope items.

Changes to scope are handled in writing as a change request signed by both parties. Kubeforge is not obliged to perform work outside the agreed Statement of Work.

Deliverables are deemed accepted if the Client has not raised a written, scope-tied objection within ten business days of delivery. Objections will identify the specific deliverable and the way it departs from the agreed scope, after which Kubeforge will have a reasonable opportunity to address the objection before the related payment milestone is reopened.

In the event of a conflict between these terms and the Statement of Work, the Statement of Work prevails.

Fees are set in the Statement of Work. Three shapes are used:

• Fixed-scope engagements (for example, a Security Audit or Platform Maturity Assessment): a single fee covers the scope defined in the Statement of Work. Invoicing is typically split: 50% on kickoff, 50% on delivery of the written report, unless otherwise agreed.
• Phased engagements (for example, Platform Architecture): the Statement of Work defines the phases, fee per phase and invoicing schedule. Phases may be billed monthly, on milestones, or on a time-and-materials basis where agreed.
• Time-boxed engagements (hands-on follow-on work such as remediation, build, rollout or cluster orchestration): the Statement of Work defines the start date, the end date and the fixed monthly fee. Invoicing is monthly in advance, unless otherwise agreed.

Fees are stated in euro (EUR) and are exclusive of Belgian VAT. Belgian VAT is applied where applicable; for cross-border B2B supplies within the EU, the reverse-charge mechanism applies where the Client provides a valid VAT identification number.

Invoices are payable within 30 days of invoice date, by bank transfer to the account indicated on the invoice. Payment terms may be adjusted in the Statement of Work.

Late payment triggers statutory interest in accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions, and a fixed indemnity of €40 for recovery costs, without prejudice to any additional reasonable costs actually incurred.

Disputed invoice items must be raised in writing within ten business days of the invoice date. Undisputed amounts remain payable under the original terms.

Reasonable pre-approved expenses (travel, accommodation, third-party tooling purchased at the Client's request) are invoiced separately at cost and with supporting documentation.

6.1 Access and authority

The Client will provide timely access to the environments, systems, documentation and personnel reasonably required to perform the Services.

The Client warrants that it has the authority to grant access to any system and material it makes available to Kubeforge, and that doing so does not breach any agreement or applicable law.

Where the engagement delivery depends on Client inputs (for example, interviews, access approvals or documentation), delays in those inputs may shift the delivery date without penalty to Kubeforge, and may be subject to a change request if they materially affect the engagement.

6.2 Production environments and backups

Where the Services involve changes to production environments (for example, remediation, build, rollout or cluster orchestration), the Client is responsible for ensuring complete and current backups before each agreed change window, for defining the change window and the rollback procedure, and for notifying any third party whose systems may be affected. Kubeforge does not warrant that planned production changes will be free of disruption, and is not responsible for data loss or downtime caused by missing or stale backups, undefined rollback procedures, or systems outside the agreed scope.

6.3 Authorisation for security testing

Where the Services involve security testing, including a security audit, the Client expressly authorises Kubeforge to perform the testing activities described in the Statement of Work against the assets identified in the Statement of Work, for the duration of the engagement. The Client warrants that it owns those assets, or holds the necessary authority from the asset owner, to grant this authorisation, including any prior notice or consent required by hosting providers, cloud providers or other third parties under their own terms of service.

The Client acknowledges that security testing carries an inherent risk of degraded performance and, in rare cases, of service disruption. Kubeforge will use reasonable care to minimise that risk and will not run any test designed to cause denial of service unless explicitly scoped in writing.

Each party will treat as confidential all non-public information disclosed by the other party, whether marked confidential or reasonably understood to be so. Confidential information will not be used for any purpose other than performing or receiving the Services, and will not be disclosed to any third party without the disclosing party's prior written consent, except to employees, contractors or professional advisors bound by equivalent confidentiality obligations and who have a need to know.

Confidentiality does not apply to information that is or becomes public without breach of these terms, was known to the receiving party without confidentiality obligation before disclosure, is independently developed without use of the confidential information, or is required to be disclosed by law or court order.

Confidentiality obligations survive termination for five years, except for trade secrets, which remain confidential for as long as they qualify as trade secrets under applicable law.

Either party may sign a standalone non-disclosure agreement before the Statement of Work. In that case, the non-disclosure agreement supplements these terms.

8.1 Pre-existing materials

Each party retains all rights in its own pre-existing materials, methods, tools, templates, know-how and reference implementations. Nothing in an engagement transfers ownership of pre-existing materials.

8.2 Deliverables

On full payment of the fees due for an engagement, Kubeforge grants the Client a perpetual, worldwide, non-exclusive, non-transferable licence to use the Deliverables internally for the Client's own business purposes. The Client may share the Deliverables with professional advisors and regulators on a need-to-know basis under equivalent confidentiality obligations.

Unless the Statement of Work explicitly assigns ownership, Kubeforge retains ownership of the Deliverables and of all underlying methods, know-how and non-Client-specific elements.

8.3 Kubeforge know-how

Kubeforge is free to use the skills, experience, know-how and generalised learnings acquired during an engagement in future work, provided no Client confidential information is disclosed.

8.4 Third-party and open-source components

Deliverables may include or reference third-party software, including open-source software. Such components are licensed under their own terms, which the Client is responsible for complying with.

8.5 Open-source licence warranty

Kubeforge will not introduce into a Deliverable any open-source software whose licence terms would, by use or distribution of the Deliverable in the manner contemplated by the Statement of Work, oblige the Client to disclose, license or otherwise make available its own proprietary source code (for example, GNU GPL or AGPL components used in a way that triggers copyleft obligations on Client code). Where introduction of such a component is necessary to meet the engagement objectives, Kubeforge will obtain the Client's prior written consent. Permissive licences (including Apache 2.0, MIT, BSD and ISC) do not require consent.

Kubeforge warrants that the Services will be performed with the reasonable skill and care expected of a senior professional consultancy in the field.

Deliverables are provided on an "as is" basis beyond this service warranty. Kubeforge does not warrant that the Deliverables are free from error, will achieve any specific business outcome, will satisfy any specific certification or audit, or will remain accurate as environments and underlying technologies change.

To the maximum extent permitted by law, all other warranties, whether express or implied (including any implied warranty of merchantability, fitness for a particular purpose or non-infringement), are disclaimed.

Kubeforge maintains professional indemnity cover at a level appropriate to a senior independent consultancy delivering the Services. Cover details are available on request before signature of the Statement of Work.

If during an engagement Kubeforge becomes aware of a security vulnerability in a Client system or in a third-party product the Client uses, Kubeforge will report it to the Client through the contact route agreed in the Statement of Work, with the level of detail and urgency proportionate to the risk. Kubeforge will not publish or disclose such vulnerabilities to any third party without the Client's prior written consent, except where disclosure is required by law or where a coordinated-disclosure programme has been agreed in writing.

If Kubeforge has reasonable grounds to believe that a live security incident is in progress (for example, an active intrusion or active data exfiltration), Kubeforge will notify the Client without undue delay through the agreed escalation route. The Client remains responsible, as data controller and as operator of its own systems, for any regulatory notification it is required to make, including notifications to the Belgian Data Protection Authority under GDPR Article 33 and, where applicable, sectoral notifications under the Belgian transposition of the NIS2 Directive.

Nothing in these terms limits liability that cannot be limited by law, including liability for fraud, fraudulent misrepresentation, gross negligence, wilful misconduct, death or personal injury caused by negligence.

Subject to the paragraph above, the total aggregate liability of Kubeforge arising out of or in connection with an engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the fees paid by the Client for the engagement giving rise to the claim in the twelve months preceding the event.

Neither party is liable to the other for any indirect, special, incidental, punitive or consequential damages, loss of profit, loss of revenue, loss of anticipated savings, loss of business, loss of goodwill, or loss or corruption of data, in each case however arising, even if advised of the possibility.

The Client will indemnify and hold Kubeforge harmless from any third-party claim arising out of the Client's breach of its confidentiality, data-protection or access-authorisation obligations, or out of the Client's use of the Deliverables outside the agreed scope.

Kubeforge will indemnify the Client against any third-party claim that a Deliverable, as delivered and used within its agreed scope, infringes that third party's intellectual property rights in Belgium, subject to the liability limits above and to the Client promptly notifying Kubeforge, giving Kubeforge sole conduct of the defence, and cooperating reasonably.

Each party will comply with applicable data-protection laws, including the EU General Data Protection Regulation (GDPR).

Where the Services involve the processing of personal data on behalf of the Client, the parties will sign a data-processing agreement on terms reflecting Article 28 GDPR before any such processing starts. Access to production environments containing personal data is minimised wherever possible; anonymised, masked or synthetic data is preferred.

Kubeforge's processing of personal data about the Client's employees (for example, contact details of a project sponsor) is described in the Privacy Policy.

Engagements are delivered personally by the Kubeforge engineer identified in the Statement of Work, typically the founder. Kubeforge may use subcontractors for specialised tasks only with the Client's prior written consent, and remains fully responsible for subcontracted work.

Neither party will, during the engagement and for twelve months after, directly solicit for employment any individual primarily involved in the engagement on behalf of the other party, without that party's written consent. Public advertising not targeted at a specific individual does not count as solicitation.

Each engagement starts on the date stated in the Statement of Work and ends on delivery, unless terminated earlier in accordance with this section.

Either party may terminate an engagement for material breach that is not cured within thirty days of written notice. Either party may terminate immediately on written notice if the other party becomes insolvent, enters liquidation (other than for solvent restructuring), or ceases to carry on business.

The Client may terminate an engagement for convenience on fifteen days' written notice, in which case the Client remains liable for fees accrued up to the termination date and for reasonable non-cancellable commitments made in reliance on the engagement.

Sections that by their nature should survive termination (including confidentiality, intellectual property, liability, indemnity, data protection and governing law) survive termination.

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, civil unrest, labour disputes, regulatory action, internet or hosting-provider outages affecting a wide region, or public-health measures. The affected party will give prompt notice and use reasonable efforts to resume performance.

Formal notices under these terms or a Statement of Work are valid if sent by email to the address stated in the Statement of Work (or, for Kubeforge, to info@kubeforge.io) and confirmed by the recipient, or sent by registered post to the registered office of the relevant party.

18.1 Entire agreement

These terms and the Statement of Work form the entire agreement between the parties in respect of the engagement and supersede any prior discussions or drafts.

18.2 Amendment

Amendments are valid only if made in writing and signed by both parties.

18.3 Waiver

A failure or delay in exercising a right is not a waiver of that right. A single or partial exercise does not preclude further exercise.

18.4 Severability

If any provision is held to be invalid or unenforceable, the remainder remains in full force and the invalid provision is replaced by a valid provision achieving the closest commercial intent.

18.5 Assignment

Neither party may assign or transfer its rights or obligations without the other party's prior written consent, except that Kubeforge may assign to a successor entity in connection with a restructuring or sale of substantially all of its business.

18.6 No partnership

Nothing in these terms creates a partnership, joint venture or employment relationship between the parties.

These terms and any Statement of Work are governed by the laws of Belgium. Any dispute arising out of or in connection with them will be submitted to the exclusive jurisdiction of the courts of the judicial district of West Flanders, division Ostend, without prejudice to either party's right to seek interim or injunctive relief in any court of competent jurisdiction.

Questions about these terms: info@kubeforge.io.

Ferox Systems BV, trading as Kubeforge, Oostende, Belgium. BTW BE 0767.392.140.