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 terms and conditions apply to all offers and agreements arising therefrom between Hove ICT in The Hague, Chamber of Commerce 56986971, and its counterparties (“Client”).
Terms or conditions set by the Client that deviate from, or do not deviate from, These general terms and conditions are only binding on Hove ICT if and insofar as this has been expressly accepted in writing.
Quotation and acceptance
Hove ICT prepares a quotation in which Hove ICT indicates which activities (’the Services") Hove ICT offers, which is included in the Services and the amount that will be due. Only the information specified in the quotation description of the Services is binding.
In general, the Services include maintenance of the hardware and software of Client, configuration and installation of hardware and software for the benefit of of the Client, the creation of custom software at the request of the Client, supply of hardware, supply of licensed software, provision of remote support, providing on-site support to employees of the Client, taking care of backups, database storage and management, web hosting, support and provisioning of cloud platforms and all related to it. Other work will only be carried out if this is stated in the quotation.
A quotation is completely non-binding and valid 14 days after sending, unless otherwise indicated in the quotation. Hove ICT can never be obliged to provide a acceptance after this period, but if Hove ICT so proceeds, the offer has been accepted.
The agreement shall be concluded at the time when the communication containing acceptance of the quotation by the Client will be received by Hove ICT. This notification can be made by e-mail.
If the Client does not explicitly indicate that it agrees with the quotation, but nevertheless agrees, or gives the impression, that Hove ICT activities which fall within the scope of the description of the Services, the offer shall be considered to be accepted. This also applies when the Client requests Hove ICT to carry out certain work without waiting for a formal offer.
Modification of the Services is only possible with the consent of both parties parties, except as otherwise provided elsewhere in these terms and conditions.
Provision of the Services
After the agreement has been concluded, the Services will be carried out as possible by Hove ICT in accordance with the quotation, taking into account the taking into account the reasonable wishes of the Client.
The Client is obliged to do and refrain from doing all that is reasonably desirable and necessary to ensure the correct and timely performance of the Services. possible. In particular, the Client shall ensure that all data that Hove ICT indicates are necessary or of which the The Client should reasonably understand that these are necessary for the performance of the Services, will be provided to Hove ICT in a timely manner.
The Client will give Hove ICT access to all places, services and accounts under its control (such as web hosting accounts) that Hove ICT reasonably needs to to provide the Services.
Hove ICT guarantees that the Services are careful, thorough and in the best possible way be carried out. If the proper performance of the Services so requires, Hove ICT has the right to have certain activities carried out by third parties. Hove ICT is and will remain responsible to the Client.
Hove ICT is entitled, but never obliged, to verify the accuracy, completeness or consistency of the source materials, requirements or requirements made available to him. specifications and, if any shortcomings are detected, to be to suspend the agreed work until such time as the Client eliminated the imperfections in question.
Unless otherwise agreed, Hove ICT is not a party to the delivery of third-party services, such as software licenses or hosting required by the Services, even if Hove ICT purchases these services for the benefit of Client. In the case of software licenses provided as a Service, it is subject to the supplier or 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 provide the Services or to a limited extent if The Client has an obligation towards Hove ICT in respect of the agreement fails to comply with or acts in breach of these General Terms and Conditions.
Hove ICT will make every effort in the event of a request from the Client as soon as possible but cannot make concrete commitments about time, unless otherwise agreed in the quotation.
Provisions on maintenance
Maintenance is defined as the operation of existing hardware and/or software in accordance with the quotation or further agreement, and more generally the Fixing errors.
Hove ICT will make every effort to carry out the maintenance as well as possible, but is often dependent on its supplier(s) and third parties for updates, error recovery software (‘patches’) or spare parts. Hove ICT is entitled to not to install certain updates or patches if, in its opinion, this constitutes a correct operation of the software does not benefit or is not in the interest of the of the Client.
As part of the maintenance, Hove ICT will make every effort to correct errors in the Works and associated software restore. However, Hove ICT is not involved in this depending on supplier(s) and third parties. In the event of new functionality or changes that may materially alter the functioning of the software will be Hove ICT will consult with the Client about this in advance.
Hove ICT will make every effort to make any changes requested by the Client. to the software. Hove ICT is always entitled to refuse a request if, in its opinion, it is not feasible or does not ensure the proper functioning or availability of the software.
If, in the opinion of the Service Provider, a requested change does not performance or the security of the software, Hove will take legal action to ensure that the ICT will report this in writing to the Client. If, despite this, the Client is subject to the change and Hove ICT implements it, it will do so on its own initiative. risk of the Client and without any liability for Hove ICT.
If the Client independently makes a change to the information provided by Hove ICT, results, this is done entirely at your own risk and at your own risk. responsibility of the Client, unless the Client has the desired has notified Hove ICT in advance of the change and Hove ICT has notified it in writing approved. Hove ICT may attach conditions to this approval.
Provisions on remote support
Remote support is provided by phone, email, and other channels to be agreed together.
At the request of the Client, Hove ICT will propose software that can be used to Support computers can be accessed remotely. It is the responsibility of the Client to ensure that its network and network security environment allows this software to work.
If it turns out that remote support does not lead to a satisfactory solution feasible or is not feasible given the nature of the problem, Hove ICT will endeavour to achieve a satisfactory assessment at the Client’s location at the normal hourly rate. solution.
Sale of equipment
If, in the context of the Services, Hove ICT supplies hardware to the Client, Hove ICT does not provide any guarantees, except to the extent that the manufacturer or importer done. The Client must invoke these guarantees directly from this party. Hove ICT will mediate in these claims upon request, but is not liable if the manufacturer or importer refuses to repair or replace or charges a fee for doing so.
Installation & Configuration
Hove ICT will proceed with the configuration in accordance with the quotation or further specification and installation of hardware and software for the benefit of the Client, in order to a new, working hardware and software system.
The selection, purchase and management of the hardware, software and network environment in which the configuration and installation will take place is solely and the sole responsibility of the Client. Hove ICT will provide instructions about the desired configuration. If the designated environment does not comply with the requirements of Hove ICT, Hove ICT is entitled to install or configure the installation or to refuse.
At the request of Hove ICT, the Client will inform employees and auxiliary persons of Hove provide ICT with all necessary access to the environment to install configuration, maintenance and modifications of the software. Physical access to hardware will only take place if necessary, and only after prior consultation with the Client.
If third-party licenses are required for the use of software, purchase these licences and ensure that the licences contained therein are strictly complied with. Client indemnifies Hove ICT for claims by third parties regarding installation and licensing of the software, except insofar as the claims are the result of information or licences. provided by Hove ICT.
Development of works
If a Service is intended to develop, configure and/or adapt Works such as websites, databases, software, documentation, advice, reports, analyses, designs, texts, photographs, films, sound recordings, images, audiovisual material, logos or corporate identities (hereinafter: “Works”), Unless otherwise agreed, Hove ICT has the right to make use of images, software, and third-party components in the development, configuration or customization of Works.
Hove ICT is permitted to use open source software whose rights lie with third parties. This means, among other things, that Hove ICT is open source may supply software to the Client and may process open source software in Works that Hove ICT creates or adapts in the context of a Service. If the license of certain open source software entails that the Client (parts of) the software can only be distributed as open source, Hove ICT will adequately inform the Client of all applicable License terms.
After completion, the responsibility lies for correct compliance with the regarding third-party licenses in the use of the developed Works at Client.
Delivery and acceptance
After the execution of work or parts thereof, Hove ICT will when it meets the specifications in its professional opinion or suitable for use.
The Client must then submit the to evaluate and approve or reject the results delivered. If the Client does not rejects the delivered goods within this period, the delivered goods shall be deemed to be have been accepted.
If work is delivered in phases, the Client must approve or reject each stage of the part of the work of that stage in the manner provided for in the previous paragraph. The Client may purchase a good or disapproval at a later stage on aspects that were not adopted at an earlier stage. have been approved.
If the Client rejects all or part of the delivered goods, Hove will ICT should endeavour to remove the reason for rejection as soon as possible. This can be done Hove ICT by revising the result or giving reasons why the reason does not apply. The Client then has another five working days to approve or reject the revision or motivation.
If, after the revision or motivation, the Client has completed the whole or continues to partially reject, Hove ICT is entitled to charge additional costs for all subsequent revisions. In the event of an overhaul, Hove ICT will indicate whether the next revisions will be subject to additional charges.
If a party indicates that it does not consider further revisions to be useful (or no longer useful), the both parties are entitled to terminate the agreement for the relevant Service. In that case, the Client will pay the actual hours, up to a maximum of the amount quoted for the rejected amount. However, this does not entitle the Client to use the rejected in any way.
After acceptance of the delivered goods, any liability for defects in the delivered goods, unless Hove ICT knew or should have known about the defect at the time of acceptance. In any event, any liability for defects after the expiry of one year after the termination of the Agreement for any reason.
Intellectual property rights
All intellectual property rights to all intellectual property rights under the Agreement Services or Works developed or delivered are exclusively the responsibility of Hove ICT or its licensors. Only if explicitly stated in the quotation or separately explicitly agreed, rights may be transferred to Client.
The Client shall only acquire the rights of use and authorizations that result from the purport of the agreement or which are put in writing. and for the remainder the Client will accept the Works or other results. of Services do not reproduce or disclose any materials. Any use, reproduction or publication of the materials that is outside the scope of the the agreement or rights of use granted shall be considered as a breach of the Copyright infringement. The Client will issue an immediately due and payable and fine of €25,000 per infringing offence, which is not subject to judicial mitigation. to Hove ICT. This does not affect Hove ICT’s right to compensation for the damage caused to it by the infringement or to obtain other legal measures. measures to bring the infringement to an end.
The Client is entitled to make changes to Works that it has made in user rights, but only that has been explicitly agreed.
The Client is not entitled to a copy of source files (such as, but not limited to, limited to, PSD, HTML/CSS or PHP code) of delivered Works unless this is explicitly and unambiguously agreed in writing.
The Client is not permitted to make any indication regarding copyrights, trademarks, trade names or other intellectual property rights originating in the remove or alter any materials, including any indication of the confidentiality and secrecy of the materials.
Prices & Payment
For all work, Hove ICT will invoice monthly on the basis of the hours actually worked.
Hove ICT will pay an electronic fee for the amounts owed by the Client. invoice to the Client.
The payment term for invoices is fourteen days from the date of the invoice, unless a longer payment term is indicated on the invoice. If Client does not pay on time, after the expiry of this period, it will be in default by operation of law without notice of default being required. If an amount due is not paid within the payment period, the the statutory interest is due on the outstanding invoice amount.
If the Client is of the opinion that (part of) an invoice is incorrect, it must to report this to Hove ICT within the payment term. The payment obligation of the disputed (but not the remainder) is suspended until Hove ICT has investigated the report. If, after investigation by Hove ICT, that the dispute was unjustified, the Client must submit the dispute within seven days to pay the disputed amount.
In the event of late payment, the Client shall, in addition to the amount due, and the interest accrued thereon, liable for full reimbursement of both extrajudicial and judicial collection costs, including the costs for lawyers, bailiffs and debt collection agencies. In particular, Hove In this case, ICT is entitled to charge an administration fee of € 50.
The claim for payment is immediately due and payable in the event that the Client is in a state of declares bankruptcy, applies for suspension of payments or applies for a general suspension of payments. attachment of the Client’s assets, the Client shall be subject to the dies, goes into liquidation or is dissolved.
Confidentiality
The Parties shall disclose information they obtain before, during or after the performance of the to each other, treat them confidentially when they are information is marked as confidential or when the receiving party knows or should know that the information was intended to be confidential. Parties also impose this obligation on their employees as well as on their engaged third parties for the execution of the agreement.
Hove ICT will endeavour to avoid taking cognisance of data that may be The Client stores and/or distributes via the hardware or software to which the services, unless this is necessary for the proper functioning of the performance of the agreement or Service Provider is obliged to do so pursuant to a legal provision or court order. In that case, Service Provider will endeavour to limit access to the data as much as possible, in order to as far as it is within its power.
Hove ICT is not allowed to use the knowledge we have gained in carrying out the contract for other assignments, insofar as this does not involve information from the Client in violation of obligations regarding confidentiality becomes available to third parties.
The obligations under this Article shall continue to exist even after the termination of the agreement for any reason whatsoever for as long as the party to the agreement information provided can reasonably claim the confidential nature of the nature of the information.
Liability
Hove ICT is only liable to the Client in the event of a attributable failure to comply with the agreement and only for the benefit of compensation in lieu of damages, that is to say, compensation for the value of the lack of performance.
Any liability on the part of Hove ICT for any other form of damage is excluded, including, inter alia, additional damages in the in any form, compensation for indirect or consequential damages, damages due to lost sales or profits, damage due to loss of data as well as damage due to exceeding time limits as a result of changes in the circumstances.
In the event of liability pursuant to the first paragraph, the maximum amount of the that Hove ICT is obliged to remunerate are equal to the amount paid to the Service Amount Due.
Hove ICT’s liability for attributable shortcomings in the performance of the agreement will only arise if the Client immediately and properly in writing, in which case a reasonable period to remedy the shortcoming, and Hove ICT will continue to do so after that imputable in the fulfilment of its obligations in the long term, shoot. The notice of default must contain as detailed a description as possible of the shortcoming, so that Hove ICT is able to adequately address the react.
In the event of force majeure, which in any case means malfunctions or failure of the internet, telecommunications infrastructure, power cuts, internal disturbances, mobilisation, war, transport blockades, strikes, lockouts, business disruptions, supply stagnation, fire, flood, import and export barriers and in the event that Hove ICT is suppliers, for whatever reason, is unable to supply as a result of which the performance of the agreement could not reasonably be carried out by Hove ICT performance of the contract will be suspended, or the performance of the contract will be suspended, the agreement may be terminated if the force majeure situation exceeds ninety days, all without any obligation to compensation.
Duration and cancellation
The agreement is entered into for the period necessary for the delivery of the Services.
The agreement can only be terminated prematurely as provided for in this general terms and conditions, or with the consent of both parties. The Client may terminate the agreement prematurely against payment of a lump sum equal to the hours worked at the hourly rate applicable within Hove ICT.
After termination, termination or dissolution for any reason whatsoever, Hove ICT is immediately after the date on which the contract expires, all persons entitled to delete data stored by the Client on its behalf. Hove ICT is in that case, the Client is not obliged to provide a copy of this data. provide.
The agreement terminates automatically if a party is bankrupt application for suspension of payments or a total attachment of the assets, dies, goes into liquidation or is placed in liquidation. Dissolved.
Changes to Agreement
Once accepted, the agreement may only be concluded by mutual consent. Changed.
However, if the agreement is a continuing performance agreement, Hove ICT will be calendar year to unilaterally amend or amend these general terms and conditions. Extend. To this end, it shall be required at least two months before the adjustments or extensions will have effect, to be notified to the Client. However, changes to the terms and conditions may affect a specific agreement Never set aside.
If the Client objects within this period, Hove ICT will consider whether it wishes to withdraw the objectionable adjustments or extensions, or whether it wishes to not. Hove ICT will notify the Client of this decision. If Hove ICT does not wish to withdraw objectionable adjustments or extensions, The Client has the right to terminate the agreement with effect from the date on which it is will have an effect.
Hove ICT may make changes to these general terms and conditions at any time if they are necessary due to changes in legislation. Against The Client cannot object to such changes.
The above-mentioned rules also apply to prices. Hove ICT is allowed to pass on any price changes imposed on it by suppliers at all times to the Client. Proof of the price change will be provided upon request.
Final provisions
This agreement is governed by Dutch law. To the extent that the mandatory rules are not otherwise prescribed, all mandatory rules will be any disputes that may arise as a result of this Agreement shall be submitted to the competent Dutch court for the district in which the case was Hove ICT is located.
If any provision of this Agreement is found to be null and void, this shall not affect the the validity of the entire agreement. In that case, the parties shall be replace (a) new provision(s) which will have as far as a legal effect possible to meet the intention of the original agreement and that it is terms and conditions.
For the purposes of these Terms and Conditions, “in writing” includes e-mail, provided that the identity of the the sender and the integrity of the content is sufficiently established. The Parties shall endeavour to acknowledge receipt and content of communications by e-mail.
The version of any communication received or stored by Hove ICT shall be deemed to be authentic, subject to proof to the contrary to be provided by the Client.
Each Party shall only be entitled to exercise its rights and obligations under the contract to a third party with prior written consent of the other party. Contrary to this, Hove ICT is always to transfer its rights and obligations under the Agreement to the a parent, subsidiary or sister company.