IT law

Almost every business today runs on software and digital services. You have a platform built, take software as a service, outsource your management or supply a digital product yourself. Behind each of those choices is a contract, and that contract determines what you get, what it costs and where you stand when something goes wrong.

Liaise advises on IT law for entrepreneurs who buy software and tech services and for the tech companies that supply them. We work for production companies, publishers, platforms, start-ups and tech businesses.

Do you need legal advice straight away? Call 020 675 88 21.

What IT law is about

IT law is about the legal relationships around information technology. Anyone who has software built, takes a service or supplies digital products themselves enters into contracts and accepts obligations. What those contracts say determines who is liable in the event of a malfunction, who holds the rights to the software and how data may be processed. It is precisely when concluding that agreement, before a project starts or a service is taken, that there is most to arrange.

What we help you with

IT and software contracts
Whether you have software developed or purchase a system, the contract sets the arrangements on delivery, maintenance, ownership and liability. We draw up these agreements and review contracts put in front of you, so that you know where you stand before you sign. In doing so we also watch the supplier’s duty of care and clear arrangements about what happens if delivery is delayed or disappoints, so that you are not left empty-handed if a project goes differently than planned.

Software licences
With software you rarely buy the product itself. You receive a right of use under conditions, with limits on use, a term and arrangements about what happens if the supplier stops or is taken over. We advise on the scope of a licence and make sure you know what you are entitled to. If you grant licences yourself, we make sure your terms protect your rights. See also our explanation of the licence agreement.

SaaS and cloud agreements
Software and storage in the cloud mean you depend on an external service. We pay attention to the availability arrangements and service levels, to what happens to your data, to the exit arrangement if you want to switch and to the consequences of an outage or a one-sided price increase.

Outsourcing and management
If you outsource your IT management or part of your development, you hand over some control. Good arrangements on quality, continuity, transfer and termination ensure that you keep that control. We guide both the setting up of an outsourcing arrangement and the transition to another party.

Data processing agreements
If you have an external party process personal data, a hosting party, a cloud service or a software supplier, the GDPR requires you to have a data processing agreement. In it you set out what the processor may do with the data, how it secures the data and what happens in the event of a data breach. We draw up data processing agreements and review the ones suppliers put in front of you. These are often drafted in the supplier’s favour. Read more on our page about the data processing agreement.

Escrow and source code
If your business runs on a supplier’s software, you do not want to come to a standstill when that supplier goes under. With an escrow arrangement, the source code is placed with an independent party, so that you can access it under agreed conditions. We draw up and review escrow agreements and advise on the release conditions: a bankruptcy, the discontinuation of maintenance or a failure to keep to arrangements. Just as important is what you may do with that source code once you have it, because without the proper rights of use it is of little use to you in practice.

Security and data breaches
The building and management of systems come with arrangements about security. We advise on the contractual side of security, on what must happen in the event of an incident and on the division of responsibility between supplier and customer. For the privacy side we work together with our privacy practice.

Switching and exit
An IT relationship comes to an end at some point. You switch to another supplier, end a SaaS subscription or bring your management back in-house. That moment is often vulnerable: your data sits with the other party, and without good arrangements it is hard to get back to it. We make sure the exit arrangement, the transfer of data and the cooperation of the departing supplier are properly recorded in advance, so that a switch does not get stuck at the last moment.

IT disputes
When an IT project gets stuck, that has direct consequences for running your business. A system that does not work after going live, a project that is not delivered or a supplier that misses deadlines: in all those situations we assist both customers and suppliers. We start by securing your position. What exactly went wrong, what does the contract say, and what needs to happen now to protect your rights? The notice of default and the evidence must be in order before you take your next step. After that we look at the supplier’s duty of care. A supplier is required to deliver a professional effort, but no system is a hundred per cent free of faults. That line is not always sharp, and that is often where the heart of the dispute lies. We weigh up those obligations, seek a settlement where possible and litigate if that is the best route.

Protecting software or arranging a contract?

It is good to keep two things apart. The protection of software, whether through copyright in the source code, through a patent or through confidentiality, is a question of intellectual property. You can read more about that in our articles on software protection and copyright in the source code of custom software. IT law is about the contracts and the services around that software. In practice the two merge into each other, and we handle them in conjunction.

An IT lawyer who knows the practice

Liaise is based in Amsterdam and works for entrepreneurs throughout the Netherlands. You have a single point of contact who knows your case and understands how an IT project unfolds in practice. Because a contract that is right on paper but does not fit the technical reality does not get you anywhere.

Do you have a question about an IT contract or a software project? Get in touch and you will have a reply within one working day.