Terms and Conditions
These terms are issued by The integrators B.V., a private limited company with its registered office in Amersfoort, De Windturbine 7, Unit 8619, 3815 KP Amersfoort, the Netherlands, registered with the Netherlands Chamber of Commerce under number 64731464 (The Integrators).
Article 1 – Definitions
- Client: the (legal) person who, acting in the course of a profession or business, enters into or intends to enter into an Agreement with The Integrators.
- Agreement: any agreement between The Integrators and Client, including amendments and additions.
- Services: everything The Integrators provides, including the development, delivery and maintenance of software, the supply of hardware, hosting, colocation, infrastructure, management and advice.
- In Writing: on paper or electronically, including by email.
Article 2 – Applicability
2.1These terms apply to all offers by and Agreements with The Integrators.
2.2The Integrators contracts exclusively with business clients. Consumers cannot enter into an Agreement with The Integrators.
2.3The applicability of Client's purchasing or other terms is expressly rejected.
2.4Deviations from these terms apply only if agreed In Writing, and only to the Agreement concerned.
2.5In case of conflict, the Agreement prevails over these terms. For the processing of personal data, the Data Processing Agreement prevails.
2.6If a provision is void or annulled, the remaining provisions remain in force. The provision is replaced by a valid provision that comes as close as possible to its purpose.
2.7The Integrators may amend these terms. An amendment also applies to existing Agreements, from thirty days after it has been communicated to Client.
2.8These terms can be viewed, saved and printed at theintegrators.nl and are sent free of charge on request.
Article 3 – Offers and formation
3.1Offers are without obligation and valid for thirty days, unless stated otherwise. Obvious mistakes or errors do not bind The Integrators.
3.2An Agreement is formed when an offer is accepted In Writing, or when The Integrators starts performing it.
Article 4 – Performance
4.1The Integrators performs the Agreement to the best of its knowledge and ability. Unless a specific result has been expressly promised In Writing, The Integrators is under an obligation of best efforts only.
4.2Stated deadlines are indicative and never strict deadlines. If a deadline is exceeded, Client must first give The Integrators notice of default In Writing, with a reasonable period for performance.
4.3The Integrators determines how the Agreement is performed and may engage third parties, including its affiliated companies.
4.4Client provides, in good time, all information, cooperation and access that The Integrators reasonably needs. Delays and additional costs resulting from their absence are for Client's account.
4.5Work outside the agreed scope is additional work and is charged at the applicable rates.
Article 5 – Prices and payment
5.1All prices are in euros and exclusive of VAT and other levies.
5.2Recurring fees are invoiced in advance. The Integrators may adjust its prices annually, with at least thirty days' notice.
5.3Payment is due within fourteen days of the invoice date, without deduction, discount, suspension or set-off.
5.4If payment is late, Client is in default without further notice and owes the statutory commercial interest (Section 6:119a Dutch Civil Code), plus all judicial and extrajudicial collection costs. Extrajudicial costs amount to at least 15% of the outstanding amount, with a minimum of EUR 250.
5.5If Client is in default, The Integrators may, after notice In Writing, suspend performance of all Agreements, including taking Services offline, until payment has been made in full. The Integrators is not liable for the consequences.
5.6Objections to an invoice must be made In Writing, stating reasons, within fourteen days of the invoice date. Objections do not suspend the payment obligation.
Article 6 – Intellectual property
6.1All intellectual property rights in software, source code, documentation, designs and other materials developed or made available by The Integrators vest exclusively in The Integrators or its licensors.
6.2Upon full payment, Client obtains a non-exclusive, non-transferable and non-sublicensable right to use these materials for the agreed purpose. Rights are only transferred by a deed In Writing.
6.3Source code is only made available if agreed In Writing. Open-source components are subject to their own license terms.
6.4The Integrators remains free to use the knowledge and experience it gains, and general, non-confidential parts of its work.
6.5Client warrants that the materials and data it supplies do not infringe third-party rights and indemnifies The Integrators against third-party claims in that respect.
Article 7 – Hosting, colocation and management
7.1The Integrators makes reasonable efforts to keep its Services available, but does not guarantee uninterrupted or error-free operation. Service levels apply only if agreed In Writing.
7.2The Integrators may temporarily take Services offline or restrict them for maintenance, changes or security. It announces this in advance where possible.
7.3Client is responsible for the data it stores or processes using the Services and for its use of the Services. The Services may not be used in breach of the law or of third-party rights, or for spam, malware, attacks on systems or other abuse.
7.4In case of (reasonable suspicion of) abuse, or a threat to the integrity of its systems, The Integrators may block or suspend Services immediately, without being liable for damages.
7.5Unless backups are expressly part of the Agreement, Client is responsible for backing up its own data.
7.6Client keeps access credentials confidential and is responsible for all use made through its accounts.
7.7Client's equipment at The Integrators' facilities remains at Client's risk. Client insures it itself.
7.8The Integrators may delete Client's data thirty days after the Agreement ends. Client is responsible for retrieving its data in time.
Article 8 – Delivery and acceptance
8.1Software is deemed accepted fourteen days after delivery, unless Client reports material defects In Writing, stating reasons, within that period. Use in production constitutes acceptance.
8.2Minor defects that do not reasonably prevent use do not prevent acceptance. The Integrators remedies them within a reasonable period.
8.3After acceptance, defects are remedied at the applicable rates, unless agreed otherwise In Writing. Other than as set out in this article, The Integrators gives no warranties.
Article 9 – Hardware
9.1Delivered goods remain the property of The Integrators until Client has fully performed all its obligations under the Agreement.
9.2The risk in delivered goods passes to Client upon delivery.
9.3Client inspects delivered goods upon delivery. Visible defects must be reported In Writing within eight days; after that, Client's claims in that respect lapse.
9.4Hardware is covered only by the warranty of the manufacturer or supplier. The Integrators gives no warranty of its own.
Article 10 – Liability
10.1The total liability of The Integrators, on whatever ground, is limited to compensation of direct damage, up to the amount Client paid under the Agreement concerned in the three months preceding the event that caused the damage (excluding VAT), with a maximum of EUR 10,000 per event and EUR 10,000 per calendar year. A series of related events counts as one event.
10.2Direct damage means only: (a) reasonable costs of determining the cause and extent of the damage; (b) reasonable costs of making The Integrators' defective performance conform to the Agreement; and (c) reasonable costs of preventing or limiting damage, insofar as they lead to a limitation of direct damage.
10.3Liability for indirect damage is excluded, including consequential damage, lost profits, lost savings, loss of goodwill, damage due to business interruption, damage from claims by Client's customers, and damage due to loss, corruption or destruction of data.
10.4The limitations in this article do not apply in case of intent or deliberate recklessness on the part of The Integrators' management.
10.5Liability only arises if Client promptly and properly gives The Integrators notice of default In Writing, with a reasonable period to remedy the failure, and The Integrators is still in attributable breach after that period.
10.6Any claim for damages requires Client to report the damage In Writing within thirty days of discovering it. Any claim lapses twelve months after it arises.
10.7This article also applies for the benefit of all persons and companies The Integrators engages in performing the Agreement, including its affiliated companies.
Article 11 – Force majeure
11.1The Integrators is not obliged to perform in case of force majeure. Force majeure includes in any event: failures of suppliers, disruptions of power, network or telecommunications facilities, (D)DoS and other cyber attacks, fire, flood, epidemics, war, government measures, strikes and the unavailability of hardware or parts.
11.2If force majeure lasts longer than sixty days, either party may terminate the Agreement In Writing, without either party owing damages. What has already been performed is settled proportionally.
Article 12 – Confidentiality
12.1The parties keep confidential information received from each other confidential, also after the Agreement ends, unless disclosure is required by law.
12.2The Integrators may name Client as a reference, unless Client objects In Writing.
Article 13 – Term and termination
13.1An Agreement for recurring services is entered into for the agreed term, or failing that for one year, and is then tacitly renewed for the same term each time, unless a party terminates it In Writing at least three months before the end of the current term.
13.2Either party may terminate the Agreement with immediate effect In Writing if the other party is declared bankrupt, applies for a suspension of payments or is dissolved.
13.3Client may only rescind the Agreement after notice of default In Writing with a reasonable period to remedy. Performance already rendered by The Integrators and the related payment obligations are not undone.
13.4Provisions intended by their nature to survive the end of the Agreement remain in force, including those on intellectual property, liability, confidentiality and governing law.
Article 14 – Personal data
14.1Insofar as The Integrators processes personal data on behalf of Client when performing an Agreement, The Integrators' Data Processing Agreement applies. It forms part of every Agreement.
14.2How The Integrators itself handles personal data is set out in its Privacy Statement.
Article 15 – Final provisions
15.1Client may not transfer its rights and obligations under the Agreement without The Integrators' consent In Writing. The Integrators may transfer its rights and obligations to a group company.
15.2The records and system data of The Integrators, including log files, constitute conclusive evidence, subject to proof to the contrary.
15.3Every Agreement is governed exclusively by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
15.4Disputes are submitted exclusively to the competent court of the District Court of Midden-Nederland.
15.5These terms are drawn up in English. The legal concepts used in them are interpreted in accordance with Dutch law.