GENERAL TERMS AND CONDITIONS DARVIS

This is an English translation provided for convenience. The Dutch version is legally binding.

1. Definitions

  1. 1.1. DARVIS: the business of Arvid de Jong, acting as contractor. DARVIS and ARVID (ARVID.NL) are trade names of this business; wherever these terms and conditions refer to DARVIS, this may also be read as ARVID.
  2. 1.2. Client: the natural person or legal entity that enters into an agreement with DARVIS.
  3. 1.3. Agreement: any arrangement between client and contractor.

2. Applicability

  1. 2.1. These general terms and conditions apply to all quotations, assignments, follow-up assignments and agreements with DARVIS.
  2. 2.2. Deviations are only valid if agreed in writing.
  3. 2.3. The general terms and conditions of the client are expressly excluded.

3. Performance of the agreement

  1. 3.1. All work is carried out on a best-efforts basis (obligation of means), unless otherwise agreed in writing.
  2. 3.2. The client is responsible for supplying all required data, content and access in a timely and complete manner.
  3. 3.3. If data is not supplied in time, DARVIS is entitled:
    • to suspend the work;
    • to adjust the schedule and delivery period;
    • to charge additional costs.
  4. 3.4. Stated deadlines are indicative and never strict (final) deadlines.
  5. 3.5. DARVIS is entitled to have work carried out in whole or in part by third parties.

4. Web design and development

  1. 4.1. Development takes place on the basis of the agreed scope, functionalities and supplied content.
  2. 4.2. Delivery takes place in phases:
    • 1st delivery: draft + feedback round
    • 2nd delivery: processing of feedback
    • 3rd delivery: final version
  3. 4.3. After the second delivery, only minor changes are included.
  4. 4.4. If the client does not respond to a delivery within 7 days, it is deemed to have been approved automatically.
  5. 4.5. Publication of the website constitutes final acceptance.
  6. 4.6. Work outside the agreed scope is regarded as additional work and invoiced separately.
  7. 4.7. DARVIS is not responsible for errors in content supplied by the client.

5. Hosting, maintenance and digital services

  1. 5.1. Hosting includes, among other things:
    • availability via the internet (on a best-effort basis);
    • periodic maintenance;
    • back-ups (retained for at least 7 days);
    • reasonable security measures.
  2. 5.2. DARVIS gives no guarantees of 100% uptime or error-free operation.
  3. 5.3. DARVIS may temporarily take systems offline for maintenance, updates or security.
  4. 5.4. DARVIS is entitled:
    • to take websites offline in the event of security risks;
    • to block access in the event of non-payment;
    • to take measures in the event of misuse or overload.
  5. 5.5. The client is itself responsible for:
    • the use of strong passwords;
    • the proper handling of accounts and systems;
    • compliance with laws and regulations.
  6. 5.6. If updates are not carried out through DARVIS, any responsibility for security and operation lapses.
  7. 5.7. DARVIS is entitled:
    • to use the project for promotional purposes;
    • to place a discreet credit (logo or link), unless otherwise agreed.

6. Liability

  1. 6.1. The total liability of DARVIS is limited to:
    • at most the amount of the assignment concerned, up to a maximum of €2,000.
  2. 6.2. DARVIS is not liable for:
    • indirect damage, consequential damage or loss of profit;
    • data loss or security incidents;
    • downtime or outages;
    • errors in third-party software (incl. open source);
    • damage caused by hacks, viruses or misuse;
    • errors made by the client or third parties.
  3. 6.3. All liability lapses if:
    • the client does not give written notice within 14 days of discovery;
    • the client does not cooperate in investigating or resolving the matter.

7. Price and payment

  1. 7.1. Unless otherwise agreed:
    • 40% upon placing the assignment;
    • 50% upon first delivery;
    • 10% upon final delivery.
  2. 7.2. Invoices must be paid within 14 days.
  3. 7.3. In the event of late payment, DARVIS is entitled:
    • to suspend work immediately;
    • to take systems offline;
    • to block access;
    • to charge statutory interest and collection costs.
  4. 7.4. All costs arising from debt collection shall be borne by the client.
  5. 7.5. DARVIS may adjust prices annually.

8. Term and termination

  1. 8.1. Hosting and domains:
    • minimum term: 1 year;
    • tacit renewal for 1 year;
    • notice period: 1 month.
  2. 8.2. Maintenance contracts:
    • minimum term: 1 year;
    • thereafter terminable monthly with a notice period of 1 month.
  3. 8.3. Upon termination:
    • outstanding amounts become immediately due and payable;
    • services are terminated without any obligation to store data.

9. Intellectual property

  1. 9.1. All rights remain the property of DARVIS until full payment has been made.
  2. 9.2. After full payment, the client obtains the right to use the delivered website.
  3. 9.3. DARVIS retains the right:
    • to reuse the techniques, code and knowledge applied;
    • to reuse generic components in other projects.
  4. 9.4. The client indemnifies DARVIS against claims relating to supplied content.

10. Force majeure

  1. 10.1. DARVIS is not liable for delay or damage caused by force majeure, including:
    • outages at hosting providers;
    • internet outages;
    • cyber attacks;
    • government measures.

11. Applicable law and disputes

  1. 11.1. All agreements are governed by Dutch law.
  2. 11.2. Disputes shall be heard by the competent court in the district in which DARVIS is established.

Darvis | Het Nieuwe Diep 33 | 1781 AD | Den Helder