Terms & Conditions
1 Agreement, quotation and confirmation
1.1 These general terms and conditions (hereinafter: General Terms and Conditions) apply to all quotations and the formation, content and performance of all agreements concluded between the client and the contractor (hereinafter: Hitechsoft). Deviations from these General Terms and Conditions can only be agreed in writing between client and Hitechsoft.
1.2 Offers are without obligation and are valid for 2 months. Quotations can undergo changes due to an unforeseen change in the work. Prices are exclusive of VAT. Said rates and offers do not automatically apply to future assignments. The client is responsible for the accuracy and completeness of the data provided by or on behalf of the Hitechsoft to which the Hitechsoft bases the quotation.
1.3 Hitecshoft reserves the right to change and add additional conditions in the agreement
1.4 Domain registered by Client via Hitechsoft could take upto 7 days to register and hitechsoft doesn’t gurantee the availability of the domain on name of client until it is registered and confirmed by hitechsoft
1.5 Domain will be registered for one year and renewal after 1 year is the responsibility of the client and Hitechsoft is happy to assist to extend the domain registration
1.6 Orders are confirmed in writing by the client. If the client fails to do so, but nevertheless agrees that the Hitechsoft will start to carry out the assignment, the content of the quotation will be considered as agreed and these General Terms and Conditions apply. Further verbal agreements and stipulations only bind the Hitechsoft after they have been confirmed in writing by the Hitechsoft.
1.7 Special Promotion Websites could be delivered as mentioned after receiving all the details from the customer and once the Contract is signed.
2 The implementation of the agreement
2.1 The Hitechsoft makes every effort to execute the assignment carefully and independently, to represent the interests of the client to the best of his knowledge and to strive for a result that can be used by the client, such as can and may be done by a reasonable and professional Hitechsoft. expected. To the extent necessary, the Hitechsoft will keep the client informed of the progress of the work.
2.2 The client does all that is reasonably necessary or desirable to enable a timely and correct delivery by the Hitechsoft, such as the timely delivery of complete, sound and clear data or materials, of which the Hitechsoft indicates or of which the client indicates understands or should reasonably understand that they are necessary for the performance of the agreement.
2.3 A period specified by the Hitechsoft for the execution of the assignment is indicative, unless agreed otherwise in writing.
2.4 Unless otherwise agreed, the assignment of the Hitechsoft does not include: a. Conducting tests, applying for permits and assessing whether the client’s instructions comply with legal or quality standards; b. conducting research into the existence of rights, including patent rights, trademark rights, drawing or design rights, copyrights or portrait rights of third parties; c. conducting research into the possibilities of the information in sub b. possible forms of protection for the client as referred to.
2.5 Prior to implementation, production, reproduction or disclosure, the parties shall give each other the opportunity to check and approve the latest models, prototypes or tests of the result.
2.6 Deviations in the (final) result compared to what has been agreed are not a reason for rejection, discount, compensation or termination of the agreement, when these deviations, considering all circumstances, are reasonably of minor importance.
2.7 Complaints are communicated to the Hitechsoft in writing as soon as possible, but in any case within ten workdays after completion of the assignment, failing which the client is deemed to have fully accepted the result of the assignment.
3 Engaging third parties
3.1 Unless otherwise agreed, assignments are given to third parties in the context of the execution of the assignment by or on behalf of the client. At the client’s request, the Hitechsoft can act as an agent for the client’s account and risk. The parties can agree on a future compensation for this.
3.2 If the Hitechsoft draws up a budget for costs of third parties at the request of the client, this budget is indicative. If desired, the Hitechsoft can request quotes on behalf of the client.
3.3 If in the execution of the assignment the Hitechsoft purchases goods or services from third parties in accordance with express agreement at his own expense and risk, after which these goods or services are passed on to the client, the provisions of the general terms and conditions of and / or separate agreements apply. with the supplier with regard to the guarantee and liability also towards the client.
3.4 If the Hitechsoft, whether or not on behalf of the client, gives orders or instructions to production companies or other third parties, the client will confirm the approval referred to in article 2.5 of these General Terms and Conditions in writing at the request of the Hitechsoft.
3.5 The client does not engage third parties without consulting the Hitechsoft if that can influence the execution of the assignment as agreed with the Hitechsoft. In the appropriate case, the parties consult which other contractors are engaged and which work is assigned to them.
3.6 The Hitechsoft is not liable for errors or defects in products or services of third parties engaged by or on behalf of the client, regardless of whether they have been introduced by the Hitechsoft. The client must address these parties himself. The Hitechsoft can provide assistance with this if required.
4 Intellectual property rights and property rights
4.1 All intellectual property rights arising from the assignment – including patent, trademark, drawing or design rights and copyright – on the results of the assignment belong to the Hitechsoft. To the extent that such a right can only be obtained through a deposit or registration, only the Hitechsoft is authorized to do so, unless otherwise agreed.
4.2 The parties can agree that the rights referred to in the first paragraph are wholly or partially transferred to the client. This transfer and any conditions under which the transfer takes place are always recorded in writing. Until the moment of transfer, a user right is provided as regulated in article 5 of these General Terms and Conditions.
4.3 The Hitechsoft has the right at all times to mention or remove his / her name on, at or in publicity around the result of the assignment – in the manner customary for that result – or have it removed. The client is not permitted to publish or reproduce the result without mentioning the name of the Hitechsoft without prior permission from the Hitechsoft.
4.4 Unless otherwise agreed, the (originals of) results achieved by the Hitechsoft in the context of the assignment (such as designs, design sketches, concepts, advice, reports, budgets, estimates, specifications, working drawings, illustrations, photos, prototypes) , models, templates, prototypes, (partial) products, films, (audio and video) presentations, source codes and other materials or (electronic) files, etc., belong to the Hitechsoft, whether or not they have been made available to the client or third parties.
4.5 After the completion of the assignment, neither the client nor the Hitechsoft have an obligation to each other with regard to the materials and data used, unless agreed otherwise. 3/5 General Conditions BNO / February 2013.1
5 Use of the result
5.1 When the client fully meets his obligations under the agreement with the Hitechsoft, he acquires the right to use the result of the assignment in accordance with the agreed destination. If no agreements have been made about the destination, the right of use remains limited to that use, for which the order was (apparently) issued. The right to use is exclusive, unless the nature of the agreement dictates otherwise or otherwise agreed.
5.2 If the result also relates to works that are subject to the rights of third parties, the parties will make additional arrangements as to how the use of these works will be arranged.
5.3 Client does not have the right to adjust the result of the assignment, to use it in a wider or different way or to reuse or perform it than agreed, or to have this done by third parties without written permission. The Hitechsoft can attach conditions to this permission, including the payment of an equitable remuneration.
5.4 In the case of broader or other use that has not been agreed upon, including the modification, mutilation or impairment of the provisional or definitive result, the Hitechsoft is entitled to compensation for infringement of his / her rights of at least three times the agreed fee, at least a compensation that is reasonable and fair in proportion to the infringement committed, without otherwise losing any other right.
5.5 The client is no longer allowed to use the results made available and any right of use granted to the client within the framework of the assignment will lapse, unless the consequences thereof conflict with reasonableness and fairness: a – from the moment that the client fails to fulfill his (payment) obligations under the agreement or does not comply fully or otherwise in default; b. if the assignment is terminated prematurely for the reasons stated in Article 8.1 of these General Terms and Conditions; c. in the event of the bankruptcy of the client, unless the relevant rights have been transferred to the client in accordance with article 4.2 of these General Terms and Conditions.
5.6 The Hitechsoft has the freedom to use the results for own publicity, acquisition of assignments, promotion, including competitions and exhibitions, etc., and to get them on loan when it comes to physical results, taking into account the interests of the client. is going.
6 Fee and costs
6.1 The Hitechsoft is entitled to a fee for carrying out the assignment. This can consist of an hourly rate, a consultancy fee, a fixed amount, whether or not related to the project sum or any other fee to be agreed between the parties.
6.2 In addition to the agreed fee, there are also costs incurred by the Hitechsoft for the execution of the assignment, such as office, travel and accommodation costs, costs for prints, copies, (printing) tests, prototypes, and costs of third parties for advice, production and guidance, etc. are eligible for reimbursement. These costs are specified in advance as much as possible, except when a storage percentage is agreed.
6.3 If, due to late or non-delivery of complete, sound and clear data / materials, due to a modified or incorrect assignment or briefing, or due to external circumstances, the Hitechsoft is required to perform more or other work, these activities will be honored separately , based on the customary fee rates applied by the Hitechsoft. The Hitechsoft will inform the client about this in advance, unless this is not possible due to circumstances or the nature of the work does not allow postponement.
6.4 If the execution of the assignment is delayed or interrupted by circumstances that cannot be attributed to the Hitechsoft, the client is obliged to reimburse any costs that this entails. The Hitechsoft will try to limit the costs as much as possible. 4/5 General Conditions BNO / February 2013.1
7 Payment and suspension
7.1 All payments must be made without deduction, settlement or suspension, within 30 days after the invoice date, unless otherwise agreed in writing or the invoice states otherwise.
7.2 All goods delivered to the client remain the property of the Hitechsoft until all amounts owed by the client to the Hitechsoft on the basis of the agreement concluded between the parties have been paid in full to the Hitechsoft.
7.3 If the client is in default with full or partial payment of the amounts due, the client owes statutory interest and extrajudicial collection costs, which amount to at least 10% of the invoice amount with a minimum of € 150 excl. VAT.
7.4 The Hitechsoft ensures timely invoicing. In consultation with the client, the Hitechsoft may charge agreed fees and costs as an advance, interim or periodical.
7.5 The Hitechsoft may suspend the execution of the assignment after the payment term has expired and the client, after having been given notice in writing to pay within 14 days, fails to do so, or if the Hitechsoft must understand that payment has been made by a statement or behavior of the client. will be omitted.
8 Termination and termination of the agreement
8.1 If the client cancels the agreement without culpable failure on the part of the Hitechsoft, or if the Hitechsoft dissolves the agreement due to an attributable shortcoming in the client’s compliance with the agreement, then the client is, in addition to the fee and the costs incurred costs related to the work carried out up to then, owe compensation. Behavior of the client on the basis of which the Hitechsoft can no longer reasonably be expected to complete the assignment, is in this context also regarded as an attributable shortcoming.
8.2 The compensation referred to in the previous paragraph includes at least the costs arising from the commitments entered into by the Hitechsoft in his own name for the fulfillment of the assignment with third parties, as well as at least 30% of the remaining part of the fee paid by the client upon full the assignment would be due.
8.3 Both the Hitechsoft and the client have the right to immediately dissolve the agreement in whole or in part, and all amounts due become immediately due when a request for bankruptcy, (provisional) suspension of payments, or debt restructuring is submitted with regard to the other party.
8.4 If the activities of the Hitechsoft consist of the repetitive performance of similar activities, then this is a continuing performance contract, unless agreed otherwise in writing. This agreement can only be terminated by written cancellation with due observance of a reasonable notice period of at least three months, during which period the client continues to purchase the usual amount of work from the Hitechsoft, or will financially compensate.
9 Guarantees and guarantees
9.1 The Hitechsoft guarantees that the work delivered is designed by or on behalf of him / her and that, if copyright is attached to the result, he / she is considered to be the creator within the meaning of the Copyright Act and the copyright holder can dispose of the work. Hitechsoft guarantees that the result of the assignment at the time of realization thereof, insofar as he / she knows or should reasonably know, does not infringe the rights of third parties or is otherwise unlawful.
9.2 When the client uses the results of the assignment, the client indemnifies the Hitechsoft or third parties engaged by the Hitechsoft for the assignment against all claims from third parties arising from the applications or use of the result of the assignment. This is without prejudice to the liability of the Hitechsoft towards the client for non-compliance with the guarantees as referred to in the previous paragraph and other liability as referred to in article 10 of these General Terms and Conditions. 5/5 General Conditions BNO / February 2013.1
9.3 The client indemnifies the Hitechsoft against claims regarding intellectual property rights on all materials and / or data provided by the client that are used in the execution of the assignment.
10.1 In the event of an attributable shortcoming, the Hitechsoft must first be given written notice of default, with a reasonable period of time to still fulfill his / her obligations, or to correct any errors or to limit or eliminate damage.
10.2 Hitechsoft is only liable to the client for direct damage attributable to the Hitechsoft. Liability of the Hitechsoft for indirect damage, including consequential damage, lost profit, lost savings, mutilated or lost data or materials, or damage due to business interruption is excluded.
10.3 Except in the case of intent or deliberate recklessness on the part of the Hitechsoft, the liability of the Hitechsoft is limited to the Hitechsoft’s fee for the assignment, at least that part of the assignment to which the liability relates. This amount is not higher than € 75,000, and in any case limited at all times to a maximum of the amount that the insurer pays to the Hitechsoft in the appropriate case. The amount for which the Hitechsoft is liable in the appropriate case is reduced by any amounts insured by the client.
10.4 Any liability expires after the lapse of two years from the time that the assignment is terminated by completion, cancellation or dissolution.
11 Other provisions
11.1 If the client wishes to give the same assignment to others than the Hitechsoft at the same time or has already given the assignment to another person, he will inform the contractor of this, stating the names of these others.
11.2 The client is not permitted to transfer any right from an agreement concluded with the Hitechsoft to third parties, other than upon transfer of his entire company or with written permission from the Hitechsoft.
11.3 The parties are obliged to maintain the confidentiality of all confidential information, facts and circumstances that come to the knowledge of the other party in the context of the assignment, from each other or from another source, of which it can be reasonably understood that disclosure or communication to third parties Hitechsoft or the client could cause damage. Third parties who are involved in the execution of the assignment will be treated with the same confidential treatment with regard to these facts and circumstances originating from the other party.
11.4 If any provision of these General Terms and Conditions is invalid or destroyed, the remaining provisions of these General Terms and Conditions will remain in full force. In that case, the parties will consult with the aim of agreeing new provisions to replace the invalid or annulled provisions, taking into account as far as possible the purpose and scope of the invalid or annulled provisions.
11.5 The inscriptions in these General Terms and Conditions serve only to improve readability and do not form part of these General Terms and Conditions.
11.6 Dutch law applies to the agreement between the Hitechsoft and the client. The parties will in the first instance attempt to resolve a dispute in mutual consultation. Unless the parties have explicitly agreed on arbitration in writing, the judge competent according to the law, or the judge in the district where the Hitechsoft is located, will take notice of disputes between the Hitechsoft and the client at the discretion of the Hitechsoft.
In deviation or addition to the General Terms and Conditions BNO (2013) (hereinafter referred to as “AV BNO”) that apply to our offers, and which you will find as an attachment to this offer [OR: which have already been sent to you], the following provisions apply:
To the agreement or quotation, a description of the assignment is added as far as possible, accompanied by (functional and technical) specifications, which annex forms an integral part of the agreement (or quotation). To prevent misunderstandings, the Hitechsoft is free to make a further elaboration or require the assignment description or specifications.
2 The result
The Client and the Hitechsoft determine in joint consultation which conditions the result of the assignment (hereinafter referred to as: “the Result”) must, in addition to the specifications referred to in Article 1, at least meet. Unless otherwise agreed, the Result consists of the visual design (“Visual Design”), the interactive media applications, such as (mobile) applications / apps and websites (“Software”) and the source code with which the Software is written (“Source code”). Insofar as the correct use of the Result so requires, the parties also agree to what extent the Hitechsoft will be involved in the maintenance of the Result.
The Client and the Hitechsoft both designate a contact person who is authorized to make decisions in the context of the assignment. If the designated person of a party is unavailable for any reason for more than four weeks, that party will appoint another contact person. Example additional conditions for assignments interactive media design March 2017 2/5 Additional conditions interactive media design / BNO, last revised March 2017
4 Correct delivery of materials
The Client will ensure that Software, materials, data and / or other information that are necessary or desirable for the correct execution of the assignment are made available to the Hitechsoft in a timely, correct and complete manner and are suitable for use by the Hitechsoft. use the framework of the contract.
5 State of the art
The Hitechsoft will execute the assignment to the best of his ability, taking into account the current state of technology. The Hitechsoft cannot guarantee that the Result will work without interruption or errors in any environment. The Result and its display may depend on external factors such as hardware, systems, browsers, screen resolutions, or operating systems. Prior to the execution of the assignment, the Client can possibly have the specifications include the environment in which the Result will be used, so that the Result can be adjusted as much as possible.
6 Test period
If an acceptance test has been agreed with the assignment, then a test period will be determined, which in no case will be longer than 7 days after delivery of the Result by the Hitechsoft, unless agreed otherwise in writing. The Client is not permitted to make the Result and / or the test data public during the test period, to make changes to it or to have it tested by third parties – subject to the Hitechsoft’s permission.
7 Defects and acceptance
If, in the opinion of the Client, the Result does not meet the relevant technical and / or functional specifications, the Client will inform the Hitechsoft thereof immediately, but at least within 7 days after delivery, and for defects that are not due to non-compliance. taking into account the aforementioned technical and / or functional specifications, at least within 7 days after delivery, in writing, failing which he is deemed to have accepted the Result unconditionally “as is”. The Money back gurantee of 30 days does not apply if the Client can prove beyond doubt that, even if the aforementioned period has expired, it has not been able to ascertain this defect earlier. The Client is also obliged to report the defect to the Hitechsoft as soon as possible. Creative,
8 Special warranty provision
The Hitechsoft will repair any defects in the Software or in the Result, as referred to and reported in the previous article, insofar as these defects are caused by the Hitechsoft’s failure to comply with the specifications. If an acceptance test has been agreed, the Hitechsoft will, contrary to the aforementioned provisions, repair such defects in the Software, which are reported in writing by the Client within 14 days after the end of the test period, insofar as these defects are related to changes / improvements. applied during the test period.
9 Expire special warranty
The Hitechsoft does not have to repair any defects in the Result if these are caused by the Client himself, by third parties or by (changed) circumstances, of which the Hitechsoft did not know or should have known at the time of concluding the agreement. The guarantee obligation also lapses if the Client makes changes to the Software or other parts of the Result without the permission of the Hitechsoft, or if the Client himself tries to repair a defect or has a defect repaired in writing in some way without written permission from the Hitechsoft..
10 Expansion services the Hitechsoft
The Hitechsoft only provides other services, such as requesting domain name registrations, and setting up procedures for security, control, maintenance and system management, if this is explicitly part of the assignment.
If the Hitechsoft has to process personal data of (clients of) the Client in the context of the services to be provided, the Hitechsoft is considered to be a “processor” and the Client a “controller” within the meaning of the Personal Data Protection Act and, if required, additional processor agreement. When the technical specifications as referred to in Article 2 of these additional conditions are established, specific technical and organizational measures are taken to protect the personal data against loss or unlawful processing.
12 Enabling hosting and internet providers and other service providers
When the Hitechsoft advises to engage other service providers or suppliers, such as certain hosting and internet providers, for the functioning or realization of the Result, the Hitechsoft is not liable if these service providers or suppliers fall short of their obligations.
13 Extra work
When the Hitechsoft has to perform extra work due to a change or extension of the assignment, due to late, incorrect or incomplete delivery of Software, materials or data, through the repair of the design or the Result in connection with incorrect or improper use, by having to request permission from rightholders or by assisting employees or suppliers of the Client outside the order description (upon request or by necessity), a fee will be paid for this, regardless of whether there was a fixed price agreement, based on the fee rates applied by the Hitechsoft at that time.
14 Use Result
The Client has the right to use the Result in the manner as agreed and when he has fulfilled his obligations under the agreement. The use of the Result must in all cases be correct and judicious. In the event of doubt or uncertainty or a certain method of use is permitted, the Client will consult with the Hitechsoft prior to use.
15 Intellectual Property Rights
“Intellectual property rights”, as referred to in Article 4 AV BNO, are explicitly understood in these additional general terms and conditions: copyrights, database rights, neighboring rights, trademark rights, design rights, patents, domain name rights, know-how, trade knowledge, trade secrets and all similar rights to which world, whether or not susceptible to registration and including applications
16 License to use the Result
When the Client fully complies with his obligations under the agreement with the Hitechsoft, he obtains a license to use the Result as referred to in article 5 AV BNO. With regard to the Visual Design that is part of the Result, the license referred to in paragraph 1 of this article is exclusive and non-transferable. With regard to the Software and Source Code developed by the Hitechsoft, as well as the associated (technical) documentation, the license referred to in paragraph 1 of this article is non-exclusive and non-transferable, whether or not within the scope of the assignment. manufactured. The copyrights to the Result remain with the Hitechsoft, unless the parties agree on a transfer of rights in accordance with article 4.2 AVBNO.
17 Third-party material
17.1 The Client itself is responsible for obtaining permission to use material from third parties that is protected by copyright or any other intellectual property rights and that will be used in the Result, unless the parties have expressly agreed that this responsibility will rest with the Hitechsoft.
17.2 The Hitechsoft reports as far as possible in advance for which material permission to use must be obtained. For the material that the Hitechsoft proposes to apply in the Result, the Hitechsoft can request a cost estimate from the relevant supplier at the request of the Client.
17.3 In this context copyrighted material from third parties is understood to include: software, corporate identity elements, fonts, photos, (music) compositions and (audio) visual works.
17.4 If necessary, the Hitechsoft may require proof that the permission from the preceding paragraphs is properly and fully arranged. The Hitechsoft is in no way liable if the licenses referred to here are missing, incorrect or incomplete. The Client indemnifies the Hitechsoft against possible claims from third parties in this regard.
The Client is permitted, in the case of an assignment for the development of a (mobile) application or website, or a design equivalent to such an application, for daily use within the limits specified by the Hitechsoft. to make to the content of the databases, underlying pages and tree structures. However, the Client is not permitted to make changes to: without written permission from the Hitechsoft:
a.the Visual Design;
b. the opening page;
c. the basic structure;
d. the Software;
e. the navigation system.
18.1 The Hitechsoft cannot withhold the permission referred to in the previous paragraph if this is contrary to reasonableness. The Client will be the first to give the Hitechsoft the opportunity to execute if he wishes to make a change. A fee is paid for this, based on the fee rates applied by the Hitechsoft at that time.
19 Source code and protection Software
19.1 The Source Code of the Software and the technical documentation created during the development of the Result are not transferred by the Hitechsoft to the Client. If the Client requires this or if the nature of the assignment so requires and it need to be pre agreed in the agreement at an additional costs and requires separate agreement to be signed.
19.2 To the extent that the Client can inspect the Source Code, it does not have the right to use it in any way (other than for which it may have been given in escrow), or to disassemble it, decode it, decompile it, reverse engineer it. adapt, change and / or provide information about this to others without the prior written consent of the person entitled to the Source Code.
19.3 The Hitechsoft has the right to protect his / her Software through (technical) measures. In that case, the Client is not permitted to remove or circumvent this protection.
20 Enforcement of rights
20.1 The Hitechsoft hereby authorizes the Client to, in the event of a violation of the rights to which he is entitled to the Result, to enforce the rights at his own expense on behalf of the Hitechsoft and on his own behalf, both in and out of court, and to claim compensation and payment of profit. . In all measures to this end, the parties will provide each other with all necessary information.
20.2 In the case of legal measures as referred to in the previous paragraph, the Client is entitled to 60% and the Hitechsoft to 40% of the proceeds from each claim awarded or honored for the Client after deduction of any extrajudicial and judicial costs and legal costs assistance, in so far as the infringer has not been ordered to pay those costs.
20.3 If the Client refrains from taking such legal measures, the Hitechsoft is free to take legal measures against the infringing party or parties. The (damage) compensation to be paid by a third party on the basis of those legal measures will be entirely for the benefit of the Hitechsoft, with compensation to the Client for the reasonable costs of assistance he has incurred to the Hitechsoft.
21 Credit listing
21.1 In the event of publicity around the Result, the Client will ensure that the Hitechsoft’s contribution is clearly expressed. If it has been agreed that third parties will be involved in a change or elaboration of the Result, the Client will also oblige these third parties to clearly state the contribution of the Hitechsoft in the event of publicity around (an elaboration of) the Result.
21.2 The Hitechsoft may include his / her name in the Result in a modest way. The manner in which this name is stated will be determined in mutual consultation. This example has been prepared with the greatest care. However, we are not liable for any adverse consequences or damage, of any nature whatsoever, arising from defects in the content or use of this example.