Terms and Conditions Brytend. B.V.

These general terms and conditions apply to all offers and agreements resulting from them between Brytend. B.V. in Sliedrecht, Chamber of Commerce 85269581 and its counterparties (“Client”).

Terms or conditions set by the Client that deviate from, or do not appear in, these general terms and conditions are for Brytend. B.V. only binding if and insofar as this has been expressly accepted in writing.

Article 1 Quotation and acceptance

1. Brytend. B.V. draws up a quotation in which Brytend. B.V. indicates which activities (“the Services”) Brytend. B.V. offers to perform what is included in the Services and what amount will be due for this. Only the description of the Services indicated in the offer is binding.
2. In general, the Services include the creation of custom software at the request of the Client, and everything related to it. Other work will only be carried out if this is stated in the quotation.
3. A quotation is entirely without obligation and valid 30 days after shipment, unless otherwise indicated in the quotation. Brytend. B.V. can never be obliged to accept an acceptance after this period, but if Brytend. B.V. does so, the offer is still accepted.
4. The agreement is concluded at the moment when the communication accepting the offer by the Client is received by Brytend. B.V.. The quotation must be accepted in writing by the Client by signing it and returning it by post.
5. If the Client does not explicitly indicate that he agrees with the offer, but nevertheless agrees with it, or gives that impression, that Brytend. B.V. performs work that falls within the description of the Services, then the offer is considered accepted. This also applies when Client Brytend. B.V. requests to carry out certain activities without waiting for a formal offer.
6. Modification of the Services is only possible with the agreement of both parties, except as otherwise provided elsewhere in these terms and conditions.
7. Brytend. B.V. will make a suitable offer in case of requests for additional work.

Article 2 Provision of the Services

1. After the agreement has been concluded, the Services will be provided by Brytend as soon as possible. B.V. are carried out in accordance with the quotation, taking into account reasonable wishes of the Client.
2. The Client is obliged to do all that is reasonably desirable and necessary to enable the correct and timely performance of the Services. In particular, the Client shall ensure that all data, of which Brytend. B.V. indicates that these are necessary or that the Client should reasonably understand to be necessary for the performance of the Services, in a timely manner to Brytend. B.V. are provided.
3. Client will Brytend. B.V. give access to all places, services and accounts under its control (such as web hosting accounts) that Brytend. B.V. is reasonably necessary to provide the Services.
4. Brytend. B.V. guarantees that the Services are performed carefully, solidly and as well as possible. If proper performance of the Services so requires, Brytend. B.V. the right to have certain activities performed by third parties. Brytend. B.V. is and remains the responsible party towards the Client.
5. Brytend. B.V. is entitled, but never obliged, to investigate the correctness, completeness or coherence of the source materials, requirements or specifications made available to it and, if any imperfections are found, to suspend the agreed work until the Client has removed the relevant imperfections.
6. Unless otherwise agreed, Brytend. B.V. is not a party to the provision of third-party services, such as software licenses or hosting that are required for Services, even if Brytend. B.V. purchases these services on behalf of the Client.
7. Brytend. B.V. has the right to (temporarily) not deliver the Services or to a limited extent as the Client with regard to the agreement an obligation towards Brytend. B.V. does not comply or acts in violation of these general terms and conditions.
8. Brytend. B.V. will make every effort to respond to a request from the Client during office hours within 3 hours, unless otherwise agreed in the quotation.

Article 3 Development of works

1. If a Service is intended to develop, configure and/or adapt Works such as websites, data files, software, documentation, advice, reports, analyses, designs, texts, photographs, films, sound recordings, images, audiovisual material, logos or corporate identities (hereinafter: “Works”), Brytend has. B.V., unless otherwise agreed, the right to use images, software and components of third parties in the development, configuration or adaptation of Works.
2. It’s Brytend. B.V. allowed to use open source software whose rights lie with third parties. This means, among other things, that Brytend.
3. B.V. may supply open source software to the Client and may process open source software in Works that Brytend. B.V. makes or adapts in the context of a Service. If the license of certain open source software means that the Client can only distribute (parts of) the software as open source, Brytend. B.V. Adequately inform the Client about all applicable license conditions.
4. After delivery, the responsibility lies for correct compliance with the relevant third-party licenses when using the developed Works at the Client.

Article 4 Acceptance and acceptance

1. Brytend. B.V. will produce the result after carrying out work or parts thereof if in its professional opinion this meets the specifications or is suitable for use.
2. The client must then submit within 14 days of deliveryevaluate and approve or reject the deliverables. If the Client does not reject the delivered goods within this period, the delivered goods will be deemed to have been accepted.
3. If work is delivered in phases, the Client must approve or disapprove of the part of the work of that phase after delivery of each phase in the manner stipulated in the previous paragraph. The client may not base an approval or rejection in a later phase on aspects that have been approved at an earlier stage.
4. If the Client rejects all or part of the delivered goods, Brytend. B.V. make every effort to remove the reason for disapproval as soon as possible. Brytend can do this. B.V. by revising the result or stating reasons why the reason does not apply. The client then has another 90 days to approve or reject the revision or motivation.
5. If, after the first revision or motivation, the Client has rejected all or part of the delivered item, Brytend will. E.g. follow a reasonable number of revision rounds. If a party indicates that further revisions are no longer useful, both parties are entitled to terminate the agreement for the relevant Service. In that case, the Client will actually provide the by Brytend. For example, reimburse hours worked, with a maximum of the amount quoted rejected.
6. However, the Client is not entitled to use the rejected property in any way whatsoever.
7. After acceptance of the delivered goods, any liability for defects in the delivered goods lapses, unless Brytend. B.V. knew or should have known the defect at the time of acceptance. In any case, any liability for defects expires after 1 year after termination of the Agreement for whatever reason.

Article 5 Intellectual property rights

1. All intellectual property rights to all Services or Works developed or delivered within the framework of the agreement rest exclusively with Brytend. B.V. or its licensors. Only if explicitly stated in the quotation or explicitly agreed separately can rights be transferred to the Client.
2. The Client only obtains the rights of use and powers arising from the scope of the agreement or that are granted in writing and for the rest, the Client shall not reproduce or publish the Works or other results of Service materials. Any use, reproduction or publication of the materials that falls outside the scope of the agreement or granted rights of use is considered a copyright infringement. The Client shall impose an immediately due and payable and non-judicial mitigation fine of € 50000 per pay infringing act to Brytend. B.V.. This does not detract from Brytend’s right. B.V. to be compensated for its damage as a result of the infringement or to be able to take other legal measures to bring the infringement to an end.
3. The Client is entitled to make changes to Works that it receives in right of use.
4. Brytend. B.V. will make the source files (such as, but not limited to, PSD, HTML/CSS or PHPcode) of delivered Works available to the Client after payment of the relevant invoice or invoices.
5. The Client is not permitted to remove or change any indication regarding copyrights, brands, trade names or other intellectual property rights from the materials, including indications regarding the confidential nature and secrecy of the materials.

Article 6 Prices and payment

1. The Client owes the fixed amount(s) stated in the quotation for the Services. The client owes 0% at the start of the work and the remaining amount at the time the work is carried out. Deposits are due as soon as Brytend. B.V. reports that the work will begin. Other amounts will only be charged if stated elsewhere in these general terms and conditions.
2. Brytend. B.V. will brytend for the amounts owed by the Client. B.V. send an invoice, both electronically and by post, to the Client.
3. The payment term of invoices is 30 days after the date of the invoice, unless a longer payment term is indicated on the invoice. If the Client does not pay on time, he will be in default by operation of law after the expiry of this period without notice of default being required. If an amount due is not paid within the payment term, the statutory interest is due on the outstanding invoice amount.
4. If the Client believes that (part of) an invoice is incorrect, he must submit this to Brytend within the payment term. B.V. to report. The payment obligation of the disputed (but not the rest) is suspended until Brytend. B.V. investigated the report. If after examination of Brytend. B.V. appears that the dispute was unjustified, the Client must still pay the disputed within seven days.
5. In the event of late payment, the Client is obliged, in addition to the amount owed and the interest thereon, to fully reimburse both extrajudicial and judicial  collection costs, including the costs for lawyers, bailiffs and collection agencies. In particular, Brytend. B.V. is entitled to charge an administration fee of € 50 in this case.
6. The claim for payment is immediately due and payable in the event that the Client is declared bankrupt, applies for suspension of payment  or if the Client’s assets are seized altogether, the Client dies, goes into liquidation or is dissolved.

Article 7 Confidentiality

1. The parties will treat information that they provide to each other before, during or after the execution of the agreement confidentially when this information is marked as confidential or when the receiving party knows or ought to know that the information was intended to be confidential. The parties also impose this obligation on their employees as well as on third parties engaged by them for the execution of the agreement.
2. Brytend. B.V. will make every effort to avoid taking cognizance of data that the Client stores and/or distributes via the hardware or software to which the Services relate, unless this is necessary for the proper execution of the agreement or the Service Provider is obliged to do so pursuant to a legal provision or court order. In that  case, the Service Provider will make every effort to limit the knowledge of the data  as much as possible, insofar as this is within its power.
3. Brytend. B.V. may use the knowledge we have gained during the execution of the agreement for other assignments, insofar as no information from the Client becomes available to third parties in violation of obligations regarding confidentiality.
4. The obligations under this Article shall survive termination of
5. the agreement for whatever reason, for as long as the party providing the information can reasonably claim the confidential nature of the information.

Article 8 Liability

1. Brytend. B.V. is only liable to the Client in the event of an attributable shortcoming in the performance of the agreement and only for replacement compensation, i.e. compensation for the value of the failed performance.
2. Any liability of Brytend. B.V. for any other form of damage is excluded, including, among other things, additional compensation in any form whatsoever, compensation for indirect damage or consequential damage, damage due to lost turnover or profit, damage due to loss of data as well as damage due to exceeding deadlines as a result of changed circumstances.
3. In case of liability under the first paragraph, the maximum amount that Brytend. B.V. is obliged to reimburse, equal to the amount due for the relevant Service. This maximum amount will lapse if and insofar as the damage is the result of intent or gross negligence on the part of Brytend. B.V..
4. Brytend’s liability. B.V. due to attributable shortcoming in the performance of the agreement only arises if Client Brytend. B.V. immediately and properly gives written notice of default, setting a reasonable period of time to remedy the shortcoming, and Brytend. B.V. continues to fail imputably in the fulfilment of its obligations even after that period. The notice of default must contain as detailed a description of the shortcoming as possible, so that Brytend. B.V. is able to respond adequately.
5. In the event of force majeure, which in any case means disruptions or failures of the internet, the telecommunications infrastructure, power failures, domestic disturbances, mobilization, war, obstruction in transport, strike, lockout, business disruptions, stagnation in supply, fire, flood, import and export barriers and in the event that Brytend. B.V. is not enabled to deliver by its own suppliers, regardless of the reason for this, as a result of which fulfillment of the agreement is not reasonably on the part of Brytend. B.V. can be required, the execution of the agreement will be suspended, or the agreement will be terminated if the force majeure situation has lasted longer than ninety days, all without any obligation to pay compensation.

Article 9 Duration and termination

1. The agreement is entered into for the period necessary for the provision of the Services.
2. The agreement can only be terminated in the meantime as stipulated in these general terms and conditions, or with the consent of both parties.
3. After termination, termination or dissolution for any reason, Brytend is.
4. B.V. entitled to delete all data stored with the Client on behalf of the Client immediately after the date on which the agreement expires. Brytend. B.V. is not obliged to provide the Client with a copy of this information in that case.
5. The agreement ends automatically if a party is declared bankrupt, applies for suspension of payments or is given a total seizure of assets, dies, goes into liquidation or is dissolved.

Article 10 Changes to agreement

1. After acceptance, the agreement may only be amended by mutual consent.
2. If the agreement is a continuing performance agreement, Brytend is. However, once per calendar year B.V. is entitled to unilaterally adjust or extend these general terms and conditions. To this end, it must notify the Client at least 1 month before the adjustments or extensions will take effect. However, changes to the general terms and conditions can never set aside a specific agreement.
3. If the Client objects within this period, Brytend. B.V. consider whether it wishes to withdraw the objectionable adjustments or extensions or not. Brytend. B.V. will inform the Client of this decision. If Brytend. B.V. does not wish to withdraw objectionable adjustments or extensions, the Client has the right to terminate the agreement as of the date that they will take effect.
4. Brytend. B.V. may make changes to these general terms and conditions at any time if they are necessary due to changed legal regulations. The Client cannot object to such changes.
5. The above regulation also applies to prices.

Article 11 Final provisions

1. This agreement is governed by Dutch law. Insofar as the rules of mandatory law do not prescribe otherwise, all disputes that may arise as a result of this agreement will be submitted to the competent Dutch court for the district in which Brytend. B.V. is established.
2. If any provision of this agreement proves to be null and void, this shall not affect the validity of the entire agreement. In that case, the parties will adopt (a) new provision(s) as a replacement, which will give shape to the intention of the original agreement and these general terms and conditions as much as legally possible.
3. In these terms and conditions, “in writing” also includes e-mail and communication by fax, provided that the identity of the sender and the integrity of the content are sufficiently established. The parties will endeavour to confirm the receipt and content of communications by e-mail.
4. The by Brytend. B.V. received or stored version of any communication is considered authentic, unless proof to the contrary can be provided by the Client.
5. Each party is only entitled to transfer its rights and obligations under the agreement to a third party with the prior written consent of the other party. In contrast to this, Brytend. B.V. is always entitled to transfer its rights and obligations under the agreement to a parent, subsidiary or sister company.