This is an automatic translation of the Dutch Terms & Conditions. We have used the utmost care to translate these, yet the terms and conditions in the Dutch version always apply.
These general terms and conditions apply to all offers and agreements resulting from them between Hove ICT in The Hague, Chamber of Commerce 56986971, and its counterparts (“Client”).
Provisions or conditions set by the Client that deviate from or do not appear in these general terms and conditions are only binding on Hove ICT if expressly accepted in writing. Quotation and Acceptance
Hove ICT prepares a quotation specifying the services (“the Services”) it offers to perform, what is included in the Services, and the amount payable for them. Only the description of the Services indicated in the quotation is binding.
In general, the Services include maintenance of the Client’s hardware and software, configuration and installation of hardware and software for the Client, creating customized software upon the Client’s request, hardware delivery, software delivery under license, providing remote support, providing on-site support to Client’s employees, handling backups, database storage and management, web hosting, assisting and configuring cloud platforms, and related tasks. Other services are only provided if specified in the quotation.
A quotation is entirely non-binding and valid for 14 days after dispatch, unless otherwise stated in the quotation. Hove ICT cannot be compelled to accept an offer after this period, but if it chooses to do so, the quotation is accepted.
The agreement is formed when the communication indicating acceptance of the quotation by the Client is received by Hove ICT. This communication can be done via email.
If the Client does not explicitly indicate agreement with the quotation but nonetheless agrees, or gives the impression, that Hove ICT is carrying out activities falling within the description of the Services, the quotation is considered accepted. This also applies when the Client requests Hove ICT to carry out certain tasks without awaiting a formal quotation.
Changing the Services is only possible with the consent of both parties, except where otherwise stipulated in these conditions. Delivery of Services
Once the agreement is reached, Hove ICT will execute the Services as soon as possible in line with the quotation, considering reasonable Client requests.
The Client is required to do everything reasonably necessary to facilitate the correct and timely execution of the Services. In particular, the Client ensures that all data indicated as necessary by Hove ICT or that the Client reasonably understands to be necessary for performing the Services are provided to Hove ICT in a timely manner.
The Client will grant Hove ICT access to all places, services, and accounts under its control (such as web hosting accounts) that Hove ICT reasonably requires to deliver the Services.
Hove ICT guarantees that the Services will be carried out carefully, diligently, and to the best of its ability. If proper execution of the Services requires it, Hove ICT has the right to have certain tasks performed by third parties. Hove ICT remains responsible towards the Client.
Hove ICT is entitled, but not obliged, to examine the accuracy, completeness, or coherence of the source materials, requirements, or specifications made available to it, and in case of any deficiencies, suspend the agreed-upon work until the Client has rectified the said deficiencies.
Unless otherwise agreed, Hove ICT is not a party to the delivery of third-party services, such as software licenses or hosting necessary for the Services, even if Hove ICT procures these services for the Client. With software licenses delivered as part of the Service, it depends on the supplier whether Hove ICT is the contractual counterparty of the Client or the supplier. Hove ICT will provide adequate information about this.
Hove ICT has the right to (temporarily) not deliver or restrict the Services if the Client fails to meet an obligation towards Hove ICT regarding the agreement or acts in violation of these general terms and conditions.
Hove ICT will make efforts to respond as quickly as possible to a request from the Client but cannot make specific commitments regarding timeframes unless otherwise agreed upon in the quotation. Maintenance Provisions
Maintenance involves ensuring the functioning of existing hardware and/or software in line with the quotation or further agreement, and more generally, rectifying errors.
Hove ICT will make efforts to perform maintenance to the best of its ability, but it often relies on its suppliers and third parties for updates, error-correction software (“patches”), or spare parts. Hove ICT has the right to refrain from installing certain updates or patches if, in its judgment, it does not contribute to the proper functioning of the software or is not in the Client’s interest.
As part of the maintenance, Hove ICT will make efforts to rectify errors in the Works and associated software. However, Hove ICT is dependent on suppliers and third parties for this. For new functionalities or changes that might substantially alter the software’s functioning, Hove ICT will engage in prior discussion with the Client.
Hove ICT will make efforts to incorporate changes requested by the Client into the software. However, Hove ICT is always entitled to reject a request if, in its judgment, it is not feasible or may hinder the software’s proper functioning or availability.
If, in the opinion of the Service Provider, a requested change may negatively affect the software’s functioning or security, Hove ICT will notify the Client in writing. If, despite this notification, the Client insists on the change and Hove ICT implements it, it will be done at the Client’s risk, and any associated additional work will be charged according to the rates indicated in the quotation or further agreement.
Hove ICT does not guarantee that the software it delivers or maintains is free from errors or that it meets all requirements without any deficiencies. However, it makes efforts to ensure that it meets the specifications as agreed upon or as customary in the industry.
Hove ICT is not liable for errors or deficiencies in the services provided by third parties or for the malfunctioning of third-party software. Payment
Payment for the Services rendered is made in the currency indicated in the quotation, and the Client is obliged to pay the invoice within the payment term specified in the invoice. If no payment term is specified, payment must be made within 14 days after the invoice date.
If the Client does not pay within the agreed-upon term, the Client is in default without further notice, and Hove ICT is entitled to suspend the Services or terminate the agreement with immediate effect without being liable for any damages. Hove ICT is also entitled to charge statutory commercial interest and extrajudicial collection costs on overdue amounts.
The Client is not entitled to suspend or offset any payment obligations to Hove ICT against any alleged claim it may have against Hove ICT, nor can it deduct any counterclaims from the amounts invoiced by Hove ICT. Liability and Indemnification
Hove ICT is not liable for any damage or loss of data resulting from the Client’s failure to perform its obligations, such as timely data backups or complying with instructions provided by Hove ICT.
Hove ICT’s liability for direct damages caused by intent or gross negligence on its part, its employees, or any third parties engaged by Hove ICT is limited to the amount that Hove ICT’s liability insurer pays out in the relevant case.
Hove ICT is not liable for any indirect or consequential damages, including but not limited to loss of profits or income, loss of goodwill, or loss of data.
The Client indemnifies Hove ICT against any third-party claims related to the use of the Services or any materials provided by the Client, and the Client will compensate Hove ICT for any damages or costs incurred by Hove ICT in connection with such claims. Termination
The agreement between Hove ICT and the Client is entered into for an indefinite period unless explicitly agreed otherwise.
Both parties can terminate the agreement in writing with due observance of a notice period of three months, unless otherwise agreed.
If one party fails to meet its obligations under the agreement, the other party has the right to dissolve the agreement without judicial intervention by means of a written statement.
Upon termination of the agreement, for whatever reason, the Client will immediately discontinue the use of any software provided by Hove ICT and return any hardware delivered by Hove ICT, unless otherwise agreed upon in writing. Miscellaneous
These general terms and conditions and the agreement between Hove ICT and the Client are subject to Dutch law. Any disputes arising from these terms and conditions or the agreement will be exclusively submitted to the competent court in The Hague, the Netherlands.
If any provision of these general terms and conditions or the agreement between Hove ICT and the Client is null and void or annulled, the other provisions of these general terms and conditions or the agreement will remain in full force.
The version of any communication of information as received by Hove ICT will prevail if there is any inconsistency or discrepancy in the content and the form.