Terms and Conditions

Article 1 - Definitions

In these general terms and conditions, the following terms are defined as:

• TovoT: the private limited company TovoT B.V., established in Hendrik-Ido-Ambacht and registered with the Dutch Chamber of Commerce under number 42027840, hereinafter referred to as "contractor".
• Client: the natural or legal person entering into or wishing to enter into an agreement with TovoT.
• Parties: TovoT and the client collectively.
• Agreement: any arrangement between TovoT and the client for the provision of services, recorded in a quotation, order confirmation or contract.
• Services: all work offered by TovoT, including web design and web development, hosting and server management, maintenance and support, search engine optimization (SEO), online marketing, content creation and consultancy.
• Project services: one-time work with a clearly defined end result, such as developing a website or application.
• Ongoing services: recurring work based on a subscription or maintenance contract, such as hosting, maintenance or support.
• Materials: all content, texts, images, logos, brand elements and other data to be provided by the client for the execution of the assignment.
• Result: all products delivered by TovoT, including websites, applications, designs, code and documentation.
• Hourly rate: the rate TovoT charges for work, being €120 excluding VAT per hour, unless otherwise agreed in writing.
• Written: by email, letter or other electronic means of communication of which receipt can be established.
• Working days: Monday through Friday, excluding Dutch national holidays.

Article 2 - Applicability

• These general terms and conditions apply to all offers, quotations, work, agreements and deliveries of services by or on behalf of TovoT.
• By entering into an agreement with TovoT, the client declares to have read and agreed to these general terms and conditions.
• The applicability of any purchase or other terms and conditions of the client is expressly rejected.
• Deviations from these general terms and conditions are only valid if expressly agreed in writing and apply only to the relevant agreement.
• If any provision of these general terms and conditions is void or annulled, the remaining provisions remain in full force.

Article 3 - Quotations and offers

• All quotations and offers from TovoT are without obligation, unless expressly stated otherwise.
• Quotations are valid for 30 days from the date of issue, unless otherwise stated.
• All prices in quotations are exclusive of VAT and any other government levies, unless expressly stated otherwise.
• Quotations are based on information provided by the client. If this information proves incorrect or incomplete, TovoT reserves the right to adjust the quotation.
• Obvious errors or mistakes in quotations do not bind TovoT.

Article 4 - Formation of agreement

• An agreement is formed when the client has accepted a quotation in writing, has signed an order confirmation, or TovoT has started executing the assignment at the client's request.
• Verbal commitments by or on behalf of TovoT only bind TovoT after written confirmation.
• Additions to or changes in the agreement are only effective if agreed in writing by both parties.

Article 5 - Execution and planning

• TovoT will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
• TovoT has the right to have work performed by third parties if necessary for proper execution of the agreement.
• Stated or agreed (delivery) deadlines are indicative and never constitute strict deadlines, unless expressly agreed otherwise in writing.
• In case of deadline overrun, the client must give TovoT written notice of default and grant a reasonable period of at least 14 days to still meet the obligations.
• Deadline overrun does not entitle the client to compensation, termination of the agreement or suspension of any obligation towards TovoT.
• TovoT is entitled to suspend execution of the assignment if the client fails to meet their obligations.

Article 6 - Client obligations

• The client ensures that all data and materials TovoT indicates as necessary for execution are provided timely and in the desired format.
• The client guarantees the accuracy, completeness and reliability of the data and materials provided, even if they originate from third parties.
• The client indemnifies TovoT against claims from third parties regarding intellectual property rights on materials provided by the client.
• If the client fails to meet their obligations properly or timely, TovoT is entitled to suspend execution and/or charge resulting additional costs at the applicable hourly rate.
• The client is responsible for obtaining any necessary licenses for materials provided, providing timely feedback, appointing a contact person authorized to make decisions, and providing access to required systems and accounts.

Article 7 - Additional work and changes

• If the client wishes changes or additions during execution of the agreement, TovoT is entitled to charge additional costs.
• Additional work includes: work outside the scope of the original quotation, changes to already approved designs or functionalities, additional revision rounds beyond the number stated in the quotation, work resulting from incorrect or incomplete information provided by the client, and scope expansion.
• TovoT will inform the client as soon as possible about the necessity of additional work, expected costs and impact on planning.
• Additional work is executed after written approval from the client of the quoted additional costs. For small-scale additional work (less than 4 hours), verbal approval may suffice, which will be confirmed in writing afterwards.

Article 8 - Prices and payment

Article 9 - Delivery and acceptance

Article 10 - Intellectual property

Article 11 - Hosting and maintenance

Article 12 - Service Level Agreement (SLA)

For clients with a hosting or maintenance contract, the following service levels apply, unless otherwise agreed in writing:

• Priority 1 - Critical (Website offline / Unreachable): First response within 4 hours (on working days), solution or workaround within 8 hours.
• Priority 2 - High (Important functionality not working): First response within 8 hours (on working days), solution or workaround within 24 hours.
• Priority 3 - Normal (Non-critical issues): First response within 1 working day, solution within 5 working days.
• Priority 4 - Low (Requests and minor adjustments): First response within 2 working days, planning by mutual agreement.
• The above response times apply during office hours (Monday to Friday, 09:00 - 17:00). Support outside office hours is available at a 50% surcharge on the applicable hourly rate.

Article 13 - Confidentiality

• Both parties are obliged to maintain confidentiality of all confidential information they have obtained from each other or from another source within the framework of the agreement.
• Confidential information means all information that parties can reasonably understand to be of a confidential nature, including business data, technical information, source code, strategic plans and personal data.
• The confidentiality obligation does not apply to information that was already public, became public after receipt without the receiving party's involvement, or must be disclosed by law or regulation.
• The confidentiality obligation remains in force during the term of the agreement and for a period of 3 years after termination.

Article 14 - Privacy and data processing

• Insofar as TovoT processes personal data on behalf of the client in the execution of the agreement, TovoT qualifies as a processor within the meaning of the General Data Protection Regulation (GDPR).
• If TovoT acts as a processor, the parties will conclude a data processing agreement that meets GDPR requirements.
• TovoT has taken appropriate technical and organizational measures to protect personal data against loss and unlawful processing.
• In case of a data breach involving the client's personal data, TovoT will notify the client as soon as possible, but no later than 48 hours after discovery.
• The client is responsible for complying with the GDPR regarding personal data collected and processed by the client.

Article 15 - Liability

Article 16 - Force majeure

• TovoT is not obliged to fulfill any obligation if prevented by a circumstance that is not due to fault, nor is for TovoT's account by law or generally accepted standards.
• Force majeure includes: natural disasters, extreme weather conditions, war, terrorism, pandemics and epidemics, fire, government measures, strikes, disruptions in telecommunications, internet or power supply, disruptions at or bankruptcy of suppliers or hosting providers, and large-scale cyber attacks or DDoS attacks.
• During force majeure, TovoT's obligations are suspended. If the force majeure situation lasts longer than 90 days, both parties are entitled to terminate the agreement in writing, without any obligation for compensation.
• If TovoT has already partially fulfilled its obligations when force majeure occurs, TovoT is entitled to invoice the work already delivered separately.

Article 17 - Cancellation and termination

Article 18 - Consequences of termination

• Upon termination of the agreement, the client's right of use for the result lapses if not all payments have been made, all outstanding invoices become immediately due and payable, and all granted licenses end.
• Provisions that by their nature are intended to survive termination remain in force after termination, including provisions on intellectual property, confidentiality, liability and applicable law.
• Upon request and against reimbursement of costs, TovoT will assist after termination with migration to another service provider, including providing a copy of the website and database, transferring domain names, and providing technical documentation.
• TovoT is not obliged to provide source code, unless agreed in writing.

Article 19 - Applicable law and disputes

• Dutch law applies exclusively to all agreements between TovoT and the client.
• Parties will only resort to the court after making every effort to settle a dispute by mutual consultation.
• Disputes are preferably submitted to a mediator before initiating legal proceedings. Mediation costs are shared equally by both parties.
• If parties fail to settle a dispute by mutual consultation or mediation, the court in the district where TovoT is located has exclusive jurisdiction, unless the law mandatorily provides otherwise.

Article 20 - Final provisions

• TovoT is authorized to modify or supplement these general terms and conditions.
• Modifications will be communicated in writing to the client at least 30 days before taking effect.
• If the client does not agree with the modified terms, the client may cancel the agreement effective on the date the modified terms take effect, provided the cancellation takes place within 14 days of notification.
• TovoT may transfer rights and obligations under the agreement to third parties. The client may not transfer their rights and obligations without written permission from TovoT.
• The most recent version of these general terms and conditions, as published on TovoT's website, applies to the agreement.

Contact

For questions about these general terms and conditions, please contact us via [email protected]