1. Definitions
1.1 Client: The natural or legal person with whom Novonto enters into an agreement or to whom Novonto makes an offer.
1.2 Services: All services provided by Novonto, including but not limited to web development, software development, B2B marketing, and related activities.
1.3 Agreement: Any mutual acceptance, confirmed in writing or electronically, regarding the delivery of one or more services by Novonto for the Client.
2. Applicability
2.1 These terms and conditions apply to all offers, agreements, and deliveries of services by Novonto, unless explicitly agreed otherwise in writing.
2.2 The applicability of any general terms and conditions from the Client is expressly rejected.
3. Offers and Quotations
3.1 All offers and quotations from Novonto are without obligation unless explicitly stated otherwise.
3.2 An agreement is established when the Client accepts the offer from Novonto in writing or electronically.
3.3 Novonto cannot be held to its offers if the Client can reasonably understand that the offers, or any part thereof, contain an obvious mistake or clerical error.
4. Prices and Payment
4.1 All prices are exclusive of VAT and other government levies, unless stated otherwise.
4.2 Payments must be made within 14 days of the invoice date, without any deduction or set-off, unless otherwise agreed in writing.
4.3 If the Client fails to pay within the agreed term, the Client is legally in default without further notice being required. In that case, the Client owes interest equal to the statutory commercial interest.
5. Delivery and Execution
5.1 Novonto will execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
5.2 If and insofar as required for the proper execution of the agreement, Novonto has the right to have certain work done by third parties.
5.3 The Client ensures that all data, which Novonto indicates are necessary or which the Client should reasonably understand to be necessary for the execution of the agreement, are provided to Novonto in a timely manner. If the necessary information is not provided to Novonto in time, Novonto has the right to suspend the execution of the agreement and/or to charge the Client for the additional costs resulting from the delay.
6. Duration and Termination
6.1 The agreement is entered into for an indefinite period unless the nature of the agreement dictates otherwise or if parties have expressly agreed otherwise in writing.
6.2 Both parties can terminate the agreement in writing with due observance of a notice period of one month.
6.3 Novonto can terminate the agreement with immediate effect, without judicial intervention, if the Client is declared bankrupt, applies for a moratorium, or loses free control over its assets.
7. Liability
7.1 Novonto’s liability for direct damage suffered by the Client as a result of an attributable shortcoming by Novonto in the fulfillment of its obligations under this agreement, explicitly including any shortcoming in the performance of a service agreed upon with the Client, or by an unlawful act of Novonto, its employees, or third parties engaged by it, is per event or a series of related events, limited to the compensation of direct damage up to a maximum of the amount paid by the Client to Novonto under this agreement (excluding VAT).
7.2 Liability of Novonto for indirect damage, including consequential damage, lost profit, lost savings, mutilation or loss of data, and damage due to business interruption, is excluded.
8. Force Majeure
8.1 Novonto is not obliged to fulfill any obligation towards the Client if it is prevented from doing so as a result of a circumstance that is not due to fault, and neither under the law, a legal act, or generally accepted practice is for its account.
8.2 In these general terms and conditions, force majeure is understood, in addition to what is understood in the law and jurisprudence, as all external causes, foreseen or unforeseen, over which Novonto cannot exert influence, but which prevent Novonto from fulfilling its obligations.
9. Intellectual Property
9.1 All intellectual property rights concerning products or services developed or provided by Novonto under the agreement belong to Novonto.
9.2 The Client is granted a non-exclusive, non-transferable license to use the products or services for the purposes agreed upon in the agreement.
9.3 The Client is not permitted to reproduce, disclose, or exploit the products or services without the prior written consent of Novonto.
10. Confidentiality
10.1 Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information.
11. Applicable Law and Disputes
11.1 All legal relationships to which Novonto is a party are exclusively governed by Dutch law, even if an obligation is wholly or partially performed abroad or if the party involved in the legal relationship is domiciled there.
11.2 The court in Novonto’s place of business has exclusive jurisdiction to hear disputes unless the law prescribes otherwise. Nevertheless, Novonto has the right to submit the dispute to the competent court according to the law.
12. Amendment of Terms and Conditions
12.1 Novonto reserves the right to amend or supplement these terms and conditions.
12.2 Amendments also apply to agreements already concluded with due observance of a term of 30 days after written notification of the amendment.
12.3 If the Client does not wish to accept an amendment to these terms and conditions, it may terminate the agreement until the date on which the new terms and conditions take effect.
