General Terms and Conditions

These terms apply to all offers, quotations and Agreements of My ICT Solutions, also where third parties are engaged.

Deviations from these terms only apply if agreed In Writing, and only to the Agreement for which they were made.

General terms and conditions of the Client, such as purchasing conditions, do not apply and are expressly rejected.

If any provision of these terms is void or annulled, the remaining provisions remain in full force. The parties will then replace that provision with a valid provision that comes as close as possible to the purpose and intent of the original provision.

If the Client is a Consumer, these terms only apply insofar as mandatory law permits. Provisions that differ for Consumers are set out in article 19.

Quotations from My ICT Solutions are without obligation and valid for thirty days, unless the quotation states otherwise.

A quotation is based on the information provided by the Client. The Client warrants that this information is correct and complete. If the information proves incorrect or incomplete, My ICT Solutions may adjust the quotation.

An Agreement is formed as soon as the Client accepts a quotation In Writing or digitally, completes an online order or subscription, or as soon as My ICT Solutions starts performance at the Client's request.

Obvious errors or mistakes in a quotation, such as a clearly incorrect price, do not bind My ICT Solutions.

If the acceptance deviates from the quotation, even on minor points, My ICT Solutions is not bound by it. The Agreement is then not formed in accordance with that deviating acceptance, unless My ICT Solutions indicates otherwise In Writing.

A composite quotation does not oblige My ICT Solutions to perform part of the assignment for a corresponding part of the price.

A quotation does not automatically apply to future assignments.

All prices are in euros and exclusive of VAT and other government levies, unless stated otherwise. Prices for Consumers include VAT.

Work not agreed at a fixed price is invoiced on the basis of the time actually spent at the applicable hourly rate.

The hourly rate includes the costs of administration, communication and telephone.

Accommodation costs, shipping costs and third-party costs required for the assignment are charged separately, unless the quotation states otherwise.

If an assignment is performed on a time-and-materials basis and the estimated amount is expected to be exceeded by more than 10%, My ICT Solutions will consult the Client in advance.

For Continuing Agreements, My ICT Solutions may adjust prices once per calendar year in line with the consumer price index (CPI) published by Statistics Netherlands (CBS).

My ICT Solutions may pass on price changes from suppliers, such as Microsoft licence fees or domain registration fees, at any time. My ICT Solutions will announce this as early as possible, and at least thirty days in advance where the supplier allows.

If My ICT Solutions increases the prices of a Continuing Agreement for reasons other than those in articles 4.7 and 4.8, it will announce this at least thirty days in advance. The Client may then terminate the Agreement as of the date the increase takes effect.

Invoices must be paid within fourteen days of the invoice date, unless agreed otherwise.

Fees for Continuing Agreements are invoiced periodically in advance and, if agreed, collected by SEPA direct debit.

For orders of hardware and licences exceeding € 500 (excluding VAT), the Client pays 50% of the total amount in advance. My ICT Solutions may also request advance payment or security in other cases where there is reasonable cause.

If the Client fails to pay on time, the Client is in default without notice of default being required. From that moment, statutory commercial interest (article 6:119a of the Dutch Civil Code) is due, or for a Consumer the statutory interest (article 6:119 of the Dutch Civil Code).

After a reminder with a payment term of at least fourteen days, My ICT Solutions may charge extrajudicial collection costs in accordance with the Dutch Decree on compensation for extrajudicial collection costs. For Clients that are not Consumers, My ICT Solutions may instead claim the actual collection costs, with a minimum of € 40.

As long as the Client fails to pay, My ICT Solutions may suspend performance of the Agreement, including temporarily disabling hosting, accounts or SaaS platforms. My ICT Solutions will announce this In Writing at least seven days in advance. The payment obligation continues during the suspension.

In the event of bankruptcy, suspension of payments, debt restructuring or attachment of the Client's assets, all claims of My ICT Solutions become immediately due and payable.

Payments by the Client are applied first to costs, then to accrued interest and then to the principal and current interest. My ICT Solutions may refuse a payment if the Client designates a different order.

If the Client has issued a SEPA direct debit mandate and has a payment reversed, the payment obligation remains. The costs arising from the reversal are borne by the Client.

A Client that is not a Consumer may not set off or suspend its payment obligations.

The Client provides My ICT Solutions in good time with all information, content, access, accounts and cooperation necessary for proper performance of the Agreement.

The Client warrants that the content, texts, images and other materials it supplies do not infringe third-party rights and are not unlawful. The Client indemnifies My ICT Solutions against third-party claims in that respect.

The Client is responsible for managing the passwords and access credentials it receives, and for everything that happens under its accounts.

If delay or additional work arises because the Client fails to cooperate, or does so late or inadequately, the additional costs are borne by the Client and deadlines are extended accordingly.

If My ICT Solutions works at the Client's premises, the Client provides a workplace, the necessary facilities and a safe working environment free of charge.

My ICT Solutions performs the Agreement to the best of its knowledge and ability and in accordance with good workmanship. Unless a specific result has been expressly promised In Writing, its obligation is one of best efforts.

My ICT Solutions determines the manner of performance and may have work carried out by employees or third parties it considers suitable.

My ICT Solutions uses third-party services, such as hosting and cloud providers, payment service providers, Microsoft and domain name registries. The terms of those third parties may also apply to those services. My ICT Solutions is not liable for failures of those third parties, unless it selected them carelessly.

Any stated deadline or schedule is a target and never a strict deadline. If it is exceeded, the Client must first give My ICT Solutions notice of default In Writing, with a reasonable period to still perform.

If it has been agreed that the assignment will be performed in phases, My ICT Solutions may start a subsequent phase only after the Client has approved the previous phase, and may invoice per phase.

If the Client wishes to change or extend the assignment, the parties will agree this in advance In Writing, including the consequences for price and schedule.

Work outside the scope of the quotation is additional work and is invoiced at the applicable hourly rate, unless the parties agree a fixed price in advance.

Changes may affect the schedule. The Client accepts that the original delivery date may shift as a result.

My ICT Solutions does not charge for additional work if the change results from circumstances attributable to My ICT Solutions.

When developing websites, web shops, apps and software, My ICT Solutions makes the Deliverable available for an acceptance test, for example in a test environment.

The Client tests the Deliverable within ten business days of it being made available and reports any defects In Writing, as specifically as possible, within that period.

The Deliverable is deemed accepted as soon as the Client approves it, the test period expires without defects being reported In Writing, or the Client puts the Deliverable into use, for example by taking it live.

Minor defects that do not materially hinder use are no reason to refuse acceptance. My ICT Solutions will remedy them within a reasonable period.

After acceptance, the Client can only rely on the warranty in article 11.

All intellectual property rights in the Deliverables and in the software, source code, designs, documentation and other materials used for them are vested in My ICT Solutions or its licensors, unless the parties agree otherwise In Writing.

After full payment, the Client receives a non-exclusive, perpetual and non-transferable right to use the Deliverables for the purpose for which they were created. For Website as a Service and other subscriptions, the right of use only applies for as long as the Continuing Agreement runs, unless the supplementary terms provide otherwise.

At the Client's request, My ICT Solutions will assign to the Client designs and custom code created exclusively for the Client, once all amounts due have been paid. This does not include generic components, proprietary platforms, frameworks, libraries and know-how that My ICT Solutions also uses for others; for those, the right of use in article 10.2 continues to apply.

Open-source software and third-party software included in a Deliverable are subject to their own licence terms. My ICT Solutions will provide an overview on request.

Content, trademarks, logos and other materials supplied by the Client remain the Client's property. The Client permits My ICT Solutions to use them to the extent necessary to perform the Agreement.

The Client may not remove or alter any notices regarding copyright, trademarks or the origin of a Deliverable.

My ICT Solutions may use the Deliverables and the Client's name and logo as a reference in its portfolio and marketing, unless the Client objects In Writing or the information is confidential.

My ICT Solutions may use the knowledge and experience it gains during performance for other clients, provided no confidential information of the Client is disclosed.

For three months after acceptance, My ICT Solutions will remedy free of charge reproducible errors in custom software and websites it has developed, where the Deliverable does not function in accordance with the specifications agreed In Writing.

After that period, remedying errors falls under a maintenance, management or hosting agreement. Without such an agreement, remedying errors is invoiced at the applicable hourly rate.

Hardware is covered by the manufacturer's warranty. My ICT Solutions assists the Client in making a claim under it. For Consumers, the statutory rights in case of non-conformity remain unaffected.

My ICT Solutions does not warrant that software will operate error-free or without interruption, or that a website will achieve a particular search engine ranking or revenue.

A Continuing Agreement runs for the term stated in the Agreement. If no term is stated, the term is twelve months.

After the initial term, a Continuing Agreement with a Client that is not a Consumer is tacitly renewed each time for twelve months, unless a party terminates In Writing no later than one month before the end of the current period. For Consumers, article 19.4 applies.

Termination of a Continuing Agreement before the end of its term does not release the Client from paying the fees until the end of that term, unless the supplementary terms provide otherwise.

Upon dissolution, My ICT Solutions is not required to refund payments already received, and amounts for performance already delivered become immediately due, unless the dissolution results from a failure by My ICT Solutions.

At the end of a Continuing Agreement, My ICT Solutions gives the Client thirty days to export its data. Assistance with transfer or migration to another party is invoiced at the applicable hourly rate. After this period, My ICT Solutions may delete the data.

Provisions that by their nature are intended to survive the end of the Agreement, such as confidentiality, intellectual property, liability and payment, remain in force thereafter.

The total liability of My ICT Solutions for attributable failure or tort is limited to compensation for direct damage, up to the amount paid out by its liability insurance in the relevant case, plus the deductible.

If the insurance does not pay out for any reason, liability is limited to the amount the Client has paid for the relevant Agreement (excluding VAT). For a Continuing Agreement, this is limited to the fees for the six months preceding the event causing the damage. A series of related events counts as one event.

My ICT Solutions is not liable for indirect damage, including consequential damage, lost profits, missed savings, loss of data, reputational damage and damage due to business interruption.

My ICT Solutions is not liable for damage resulting from it relying on incorrect or incomplete information from the Client, or from the Client failing to meet its obligations.

The Client is responsible for keeping its own, up-to-date backup of its data, even if My ICT Solutions makes backups as part of a Service.

The limitations in this article do not apply if the damage results from intent or deliberate recklessness of the management of My ICT Solutions, nor in the event of death or personal injury.

A right to compensation only arises if the Client reports the damage In Writing as soon as possible and no later than thirty days after discovery. Any claim lapses twelve months after the Client discovered or could reasonably have discovered the damage.

The limitations in this article also apply to the employees of My ICT Solutions and the third parties it engages.

The Client indemnifies My ICT Solutions against claims of third parties who suffer damage in connection with the performance of the Agreement where the cause is not attributable to My ICT Solutions. If My ICT Solutions is held liable on such grounds, the Client will assist it both in and out of court.

A party is not obliged to perform an obligation if prevented from doing so by force majeure.

Force majeure includes in any event: failures of suppliers, hosting and cloud providers, payment service providers or telecom providers; outages of the internet, power supply or data centres; cyberattacks, including DDoS attacks, that could not be prevented by reasonable measures; illness of key staff; government measures; and natural disasters, pandemics or war.

If force majeure lasts longer than sixty days, either party may dissolve the Agreement In Writing without any obligation to pay compensation. Performance already delivered is settled proportionally.

The parties keep confidential all confidential information received from each other and use it only to perform the Agreement. Information is confidential if indicated as such or if this reasonably follows from its nature.

This obligation does not apply to information that was already public, that a party lawfully obtained from a third party, or that a party must disclose by law or court order.

For code audits and other assignments in which My ICT Solutions gains access to third-party systems or code, the parties may enter into a separate non-disclosure agreement, which then prevails over this article.

The confidentiality obligation survives the end of the Agreement.

Where My ICT Solutions processes personal data on behalf of the Client in performing an Agreement, the data processing agreement of My ICT Solutions applies. It forms part of every Agreement where this is the case, unless the parties conclude a different data processing agreement.

How My ICT Solutions processes personal data for its own purposes is described in the privacy statement at myictsolutions.nl/privacy.

Hardware supplied remains the property of My ICT Solutions until the Client has paid all amounts under the Agreement in full.

As long as title has not passed, the Client may not pledge or otherwise encumber the hardware, and may resell it only in the ordinary course of its business. The Client insures the hardware against fire, explosion, water damage and theft and shows the policy on request.

If third parties attach hardware subject to retention of title, or wish to assert rights to it, the Client notifies My ICT Solutions immediately.

If My ICT Solutions wishes to exercise its title, the Client permits it, or third parties designated by it, to enter the premises where the hardware is located and to take it back.

The risk of loss or damage passes to the Client upon delivery.

The Client inspects the hardware immediately after delivery and reports visible defects or missing parts In Writing within five business days.

Equipment that My ICT Solutions has lent or made available as part of a Service, such as network equipment for Managed WiFi, remains the property of My ICT Solutions. The Client returns it complete and in good condition within fourteen days after the end of the Agreement or upon written request. If it fails to do so, the costs of replacement are borne by the Client.

The Client reports complaints about the performance of an Agreement or about an invoice to My ICT Solutions In Writing and with a clear description as soon as possible, and no later than fourteen days after discovering or being able to discover the defect.

A complaint does not suspend the payment obligation, except for the part of the invoice to which the complaint relates.

If a complaint is justified, My ICT Solutions remedies the defect or performs the work again. If that is no longer possible or meaningful, article 13 applies.

This article applies only if the Client is a Consumer. In the event of conflict with other provisions, this article prevails.

For a distance contract, the Consumer has a cooling-off period of fourteen days to withdraw without giving reasons. If the Consumer expressly requests that the Service start within the cooling-off period, the Consumer pays a proportionate part of the price for what has already been provided upon withdrawal. The right of withdrawal lapses once the Service has been fully performed.

The limitations of liability in article 13 do not apply insofar as the law does not permit them for Consumers. The Consumer may report complaints within a reasonable time; a report within two months of discovery is in any event timely.

After the initial term, a Continuing Agreement with a Consumer is only renewed for an indefinite period, and may then be terminated at any time with one month's notice.

The Consumer may submit a dispute to the court that has jurisdiction by law.

My ICT Solutions may amend these terms. Amendments also apply to ongoing Continuing Agreements from thirty days after announcement by e-mail or on the website.

If an amendment is material and to the Client's disadvantage, the Client may terminate the Continuing Agreement as of the date the amendment takes effect. Amendments required by law or regulation do not give rise to this right.

Previous versions of these terms remain available at myictsolutions.nl/voorwaarden.

All Agreements are governed exclusively by Dutch law. The Vienna Sales Convention (CISG) is excluded.

The parties will first try to resolve a dispute by mutual consultation.

Disputes are submitted to the competent court of the District Court of Oost-Brabant, unless mandatory law designates another court.

These terms are available in Dutch and English. In case of any difference between the two versions, the Dutch text prevails.