Terms and conditions
These terms and conditions apply to all offers, quotations and agreements between InnoDIGI, established at Sluiskeshoeven 8, 5244 GM Rosmalen, and its clients. By placing an assignment, the client accepts these terms and conditions.
1. Applicability
These terms and conditions apply to every offer, quotation and agreement between InnoDIGI and a client, unless otherwise agreed in writing. Any purchasing or other conditions of the client do not apply, unless InnoDIGI has expressly accepted them in writing.
2. Quotations and agreements
All quotations are without obligation and are valid for 30 days, unless stated otherwise. An agreement is formed at the moment the client accepts a quotation in writing or by email, or when InnoDIGI has actually started carrying out an assignment. Amendments or additions to the agreement are only valid if agreed in writing.
3. Performance and delivery
InnoDIGI carries out the work to the best of its insight and ability, in accordance with the requirements of good craftsmanship. Stated lead times are indicative; exceeding them does not entitle the client to compensation or dissolution of the agreement. InnoDIGI has the right to have the work carried out wholly or partly by third parties. The client is responsible for supplying the required materials, information and approvals in good time.
4. Payment
Unless otherwise agreed, payment must be made within 30 days of the invoice date. In the event of late payment the client is in default by operation of law and InnoDIGI is entitled to charge the statutory (commercial) interest. All costs incurred by InnoDIGI in collecting outstanding claims, including extrajudicial collection costs, are payable by the client. For large projects InnoDIGI is entitled to request a down payment of up to 50% of the quoted amount.
5. Liability
InnoDIGI's liability is limited to the amount paid out in the case in question by its liability insurance, increased by the excess. If the insurer does not pay out or the damage is not covered by the insurance, liability is limited to the invoice amount of the assignment concerned, up to a maximum of the amount invoiced in the preceding twelve months. InnoDIGI is never liable for indirect damage, consequential damage, lost profit or missed savings. The client indemnifies InnoDIGI against claims by third parties arising from the use of the products and services supplied.
6. Intellectual property
All intellectual property rights in the products developed by InnoDIGI — including designs, code, texts and images — rest with InnoDIGI, unless otherwise agreed in writing. After payment in full, the client obtains a non-exclusive right of use for the agreed purpose. The client is not permitted to reproduce or publish products, or make them available to third parties, without InnoDIGI's prior written consent. Materials supplied by the client remain the property of the client; the client warrants that it is authorised to use them and indemnifies InnoDIGI against any third-party claims in this respect.
7. Cancellation and termination
Ongoing agreements (such as hosting or maintenance contracts) are entered into for the agreed period and are renewed tacitly, unless one of the two parties cancels the agreement in writing, observing a notice period of one month before the end of the current period. In the event of interim cancellation by the client, the full amount for the current period remains payable. InnoDIGI may terminate the agreement with immediate effect if the client is in default with regard to payment obligations or acts in breach of these terms and conditions.
8. Force majeure
In the event of force majeure — including failures at suppliers, power cuts, internet outages, natural disasters and government measures — InnoDIGI is not obliged to fulfil any obligation. If the force majeure situation continues for longer than 60 days, both parties have the right to dissolve the agreement in writing without any obligation to pay compensation arising.
9. Applicable law and disputes
All agreements are governed exclusively by Dutch law. Disputes will be submitted at first instance to the competent court in the Oost-Brabant district.