Algemene voorwaarden

ARTICLE 1. APPLICABILITY OF THESE TERMS AND CONDITIONS

1.1 These terms and conditions apply to every offer and agreement, unless explicitly deviated from by the parties.

ARTICLE 2. QUOTATIONS/COST ESTIMATES

2.1 Highbiza is only bound by quotations/cost estimates if their acceptance is confirmed by the client in writing within thirty days.

2.2 The prices mentioned in a quotation are exclusive of VAT unless otherwise indicated.

ARTICLE 3. EXECUTION OF THE AGREEMENT

3.1 Highbiza will execute the agreement to the best of their abilities and in accordance with professional standards.

3.2 If necessary for the proper execution of the agreement, Highbiza has the right to have certain work performed by third parties.

3.3 The client must ensure that all data, which Highbiza indicates is necessary or which the client should reasonably understand to be necessary for the execution of the agreement, is provided to Highbiza in a timely manner. If the required data for the execution of the agreement is not provided to Highbiza on time, Highbiza has the right to suspend the execution of the agreement and/or charge the client additional costs resulting from the delay, according to their standard rates.

3.4 Highbiza is not liable for any damages of any kind arising from the fact that Highbiza relied on incorrect and/or incomplete information provided by the client unless these inaccuracies or incompleteness should have been known to Highbiza.

3.5 If it has been agreed that the agreement will be executed in stages, Highbiza may suspend the execution of those parts that belong to a subsequent stage until the client has approved the results of the preceding stage in writing.

ARTICLE 4. DURATION OF THE CONTRACT; EXECUTION PERIOD

4.1 The agreement is entered into for the agreed period or as otherwise agreed.

4.2 If a deadline has been agreed upon for the completion of certain work within the term of the agreement, it is not a strict deadline unless expressly agreed otherwise. If the execution period is exceeded, the client must therefore notify Highbiza in writing, allowing Highbiza a reasonable period to remedy the delay.

ARTICLE 5. AMENDMENT OF THE AGREEMENT

5.1 If, during the execution of the agreement, it becomes apparent that the work to be performed needs to be modified or supplemented for proper execution, the parties shall timely and mutually adjust the agreement accordingly.

5.2 If the parties agree to modify or supplement the agreement, the completion time may be affected. Highbiza will notify the client of this as soon as possible.

5.3 If the modification or supplement to the agreement has financial and/or qualitative consequences, Highbiza shall inform the client in advance. If a fixed fee has been agreed upon, Highbiza will indicate to what extent the modification or supplement to the agreement will result in exceeding this fee.

5.4 Notwithstanding clause 5.3, Highbiza cannot charge additional costs if the modification or supplement is the result of circumstances attributable to Highbiza.

ARTICLE 6. HOSTING

6.1 Highbiza provides hosting services obtained from third parties. Highbiza accepts no claims, responsibilities, or liabilities beyond those of these third parties towards Highbiza.

ARTICLE 7. CONFIDENTIALITY

7.1 Both parties are obligated to maintain the confidentiality of all confidential information obtained from each other or from other sources in the context of their agreement. Information is considered confidential if it has been communicated as such by the other party or if it arises from the nature of the information.

ARTICLE 8. INTELLECTUAL PROPERTY

8.1 Notwithstanding the provisions of Article 6 of these terms and conditions, Highbiza reserves the rights and powers that accrue to it under the Copyright Act during the performance of the work.

8.2 After receiving full payment for the work specified in the agreement, the client has the right to obtain the source code of the delivered software under a mutually agreed-upon free software license.

8.3 All documents provided by Highbiza, such as reports, advice, designs, sketches, drawings, software, etc., are solely intended for use by the client and may not be reproduced, disclosed, or made known to third parties without prior permission from Highbiza.

8.4 Highbiza also reserves the right to use the knowledge gained from the execution of the work for other purposes, provided that no confidential information is disclosed to third parties.

ARTICLE 9. TERMINATION

9.1 Either party may terminate the agreement at any time, provided that the termination is made in writing and with justified reasons. In such cases, both parties must observe a notice period of at least one month.

9.2 In the event of early termination, Highbiza is entitled to a reasonable portion of the fee, taking into account the work already performed, the benefit derived by the client, and the grounds for termination.

ARTICLE 10. DISSOLUTION OF THE AGREEMENT

10.1 Highbiza's claims against the client become immediately due and payable in the following cases: - If circumstances that come to Highbiza's attention after the conclusion of the agreement give Highbiza reasonable grounds to fear that the client will not fulfill its obligations. - If Highbiza has requested the client to provide security for performance at the time of concluding the agreement, and this security is not provided or is insufficient.

10.2 In the aforementioned cases, Highbiza is authorized to terminate further performance of the agreement, without prejudice to Highbiza's right to claim damages.

ARTICLE 11. DEFECTS; COMPLAINT PERIODS

11.1 Complaints about the work performed must be reported in writing by the client to Highbiza within eight days of discovery but no later than thirty days after completion of the relevant work.

11.2 If a complaint is justified, Highbiza will still perform the work as agreed, unless it has become meaningless for the client. The client must communicate this.

ARTICLE 12. FEES

12.1 For offers and agreements that include a fixed fee, Clause 2 of this article applies. If no fixed fee is agreed upon, Clauses 3, 4, and 5 of this article apply.

12.2 The parties may agree on a fixed fee when concluding the agreement. The fixed fee is exclusive of VAT, travel time, and travel and accommodation costs.

12.3 If no fixed fee is agreed upon, the fee will be determined based on the actual hours spent. The fee will be calculated according to Highbiza's standard hourly rates applicable during the period in which the work is performed, unless a different hourly rate has been agreed upon.

12.4 Any cost estimates are exclusive of VAT, travel time, and travel and accommodation costs.

12.5 In the case of assignments with a duration of more than three months, the due costs will be invoiced periodically.

ARTICLE 13. PAYMENT

13.1 Payment must be made within fourteen days after the invoice date. After fourteen days have passed since the invoice date, the client will be in default, and a monthly interest of three percent will be charged on the outstanding amount from the moment of default.

13.2 In the event of the client's liquidation, bankruptcy, or suspension of payment, the client's obligations become immediately due and payable.

13.3 Payments made by the client will always be applied first to settle any outstanding interest and costs, and secondly to the invoices that have been outstanding the longest, even if the client states that the payment relates to a later invoice.

ARTICLE 14. COSTS INCURRED

14.1 If the client fails to fulfill one or more obligations or is in default, all reasonable costs incurred to obtain compliance, both in and out of court, shall be borne by the client.

ARTICLE 15. LIABILITY 15.1

If, during the execution of the assignment, an event occurs (including negligence) that leads to liability on the part of Highbiza, any liability of Highbiza shall be limited to a maximum of one times the assignment value of the fee charged by Highbiza to the client for the relevant assignment, with a maximum of €25,000.00.

15.2 Claims for compensation expire one year after the day on which the client became aware of the damage and the potential liability of Highbiza for that damage. 15.3 Highbiza is only liable to the extent that the client suffers damage directly attributable to the attributable failure to fulfill the agreement by Highbiza, and there is intent or gross negligence on the part of Highbiza, and the client is not at fault for the incident in question.

15.4 The client indemnifies Highbiza against claims from third parties alleging to have suffered damage caused by or related to products delivered by Highbiza on behalf of the client, as well as against the costs of legal proceedings relating to any such claims.

15.5 The client indemnifies Highbiza against (damage) claims with regard to intellectual property rights relating to materials or data provided by the client that are used in the execution of the assignment.

15.6 Under no circumstances shall Highbiza be liable for indirect damage, including, but not limited to, loss of revenue.

15.7 Highbiza explicitly disclaims liability for damage resulting from, but not limited to: - repairs and/or modifications (of products or services resulting from) the work performed by or on behalf of the client; - defective cooperation, materials, and/or incorrect or incomplete information provided by the client; - conflicting intellectual property rights of third parties regarding the work delivered and/or infringement of patents and/or industrial secrets; - errors or deficiencies in the work if the client has given approval or has been given the opportunity to carry out an inspection and has not made use of it; - force majeure. This includes, in addition to what is legally determined and the jurisprudence, all external causes, foreseen or unforeseen, over which Highbiza has no influence, but which prevent Highbiza from fulfilling its obligations, such as force majeure of Highbiza's suppliers, government measures, power failures, disruptions in computer networks or telecommunications facilities, labor strikes, general transport problems, etc.

15.8 Any possibility of invoking liability against Highbiza by the client expires within one year after completion of the assignment. 15.9 The limitations and exclusions set out in the preceding paragraphs of this article apply only to the extent permitted by mandatory applicable law.

ARTICLE 16. FORCE MAJEURE

16.1 During force majeure, the obligations of Highbiza are suspended. If the period during which Highbiza is unable to fulfill its obligations due to force majeure lasts longer than two months, both parties are entitled to terminate the agreement without any obligation to pay damages.

16.2 If Highbiza has partially fulfilled its obligations at the onset of force majeure or can only partially fulfill its obligations, Highbiza is entitled to separately invoice the performed or performable part, and the client is obligated to pay this invoice as if it were a separate contract. However, this does not apply if the performed or performable part does not have independent value.

ARTICLE 17. PUBLICITY AND PROMOTION

17.1 When publicizing the results, the client shall ensure that Highbiza's contribution is clearly acknowledged. If it has been agreed that third parties will be involved in modifying or elaborating on the results, the client shall also obligate these third parties to clearly acknowledge the contribution of the contractor when publicizing (an elaboration of) the results.

17.2 Highbiza is entitled to include its name in a modest manner in the results. The manner in which this name acknowledgment will take place will be determined through mutual agreement.

17.3 Highbiza, taking into account the client's interests, has the freedom to use the results for its own publicity or promotion.

ARTICLE 18. APPLICABLE LAW

18.1 Dutch law applies to every agreement between Highbiza and the client.