Terms and conditions

This is a translation. The Dutch version is legally binding; in case of any difference, the Dutch version prevails. Read the Dutch version.

1. Who and what

Clovay is a sole proprietorship, established in Voorburg, registered with the Netherlands Chamber of Commerce (Kamer van Koophandel, KVK) under number 89092848, with VAT identification number NL004690750B51.

Client is the party that enters into an agreement with Clovay in the course of a profession or business. These terms apply exclusively to business dealings and not to consumers.

The system is the software that Clovay designs and builds for the client, including the source code and the accompanying documentation.

Delivery is the moment at which Clovay puts the system into use and reports in writing that it is finished.

2. What these terms apply to

These terms apply to every quotation and every agreement between Clovay and the client. The client's purchasing conditions do not apply, unless Clovay accepts them in writing in advance.

Deviations are possible, but only in writing and only for the agreement to which the deviation relates. If a provision is invalid, the other provisions remain in force and the parties replace the invalid provision with one that comes as close to it in purpose as possible.

3. Design first, build after approval

Every project starts with a design phase. Clovay maps out which screens there will be, which steps the work goes through and who sees what. The client follows along and makes adjustments.

The build only starts after written approval of the design, the price and the planning. As long as that approval has not been given, there is no build assignment and the client owes nothing for it.

4. What the client supplies

A system cannot be built without access to the work it is about. The client supplies what is needed in good time: feedback on the design, sample data, and access to the software packages that need to be connected.

If supply is not forthcoming, the planning shifts by the same period. Costs arising from this are for the client. Clovay reports this as soon as it occurs and not afterwards on the invoice.

5. Changes during the build

Clovay prices wishes that fall outside the approved design separately. They are only carried out after written approval of price and planning. Without that approval, Clovay builds what is in the design.

6. Delivery and acceptance

Clovay reports in writing when the system is finished. The client then has fourteen days to assess it.

If the client does not report any defects within that period, the system is deemed accepted. If the client does report them, Clovay repairs whatever deviates from the approved design and the period starts again for the repaired part. Putting the system to use for real work also counts as acceptance.

7. Warranty

For three months after acceptance, Clovay repairs free of charge any defects that cause the system not to do what is in the approved design.

The warranty does not apply to defects caused by changes made by someone else, by incorrect use, or by changes at third parties to which the system is connected. Nor does it cover new wishes; those are additional work.

8. Prices and payment

The price for design and build is stated in the quotation and is fixed, unless additional work has been agreed in accordance with Article 5. All amounts are exclusive of VAT.

Invoices are paid within fourteen days of the invoice date. In the event of late payment, the client owes the statutory commercial interest without a reminder being required, plus the reasonable costs of collection.

In the event of payment arrears, Clovay may suspend the work, after announcing this and giving the client a reasonable period to pay after all.

9. The system becomes the client's

As soon as all invoices for the assignment have been paid in full, all rights to the system pass to the client: the source code, the documentation and the intellectual property rights to them. Clovay then transfers those rights and provides the source code in a usable form.

Until that moment, Clovay retains the rights and the client has a right of use for the duration of the project.

Clovay retains the right to also use for others general knowledge, working methods and non-specific building blocks that it developed before or during the assignment. This does not affect the client's system, nor the client's data or business-specific solutions.

10. The client's data

The data in the system is and remains the client's. Clovay uses it exclusively to perform the agreement.

The client can obtain its data at any time in a common, readable format, also upon termination and also while a dispute is ongoing.

11. Hosting and management

Hosting and management are a separate, optional arrangement. The client decides whether Clovay does this or whether the client takes it in-house.

If the parties agree on management, it runs per month and can be cancelled per month. Clovay carries out maintenance, back-ups and updates and picks up outages the same working day. Upon cancellation, Clovay hands over what is needed to continue elsewhere.

12. Liability

Clovay's liability is limited, per assignment, to the amount it has invoiced to the client for that assignment.

Clovay is not liable for consequential loss, including lost profit, missed savings, loss of data and loss due to business interruption.

These limitations do not apply in the event of intent or deliberate recklessness on the part of Clovay.

A claim lapses if the client does not report it to Clovay in writing within twelve months of its discovery.

13. Force majeure

If Clovay cannot meet its obligations due to a cause that cannot be attributed to it, those obligations are suspended. If the force majeure lasts longer than sixty days, either party may terminate the agreement in writing for the part that has not yet been performed, without compensation in either direction. Whatever has already been delivered is settled.

14. Confidentiality

The parties keep each other's confidential information secret and use it only for the performance of the agreement. This obligation continues to apply after the agreement ends. Clovay may name the client as a reference, but only with the client's prior consent.

15. Personal data

If, in the course of performance, Clovay processes personal data for which the client is the controller, the parties record this in a data processing agreement that becomes part of the agreement. How Clovay handles data of website visitors and contact requests is set out in the privacy statement.

16. Termination

Either party may terminate the agreement in writing if the other party fails to perform and does not remedy this after a written notice of default (in Dutch: ingebrekestelling) setting a reasonable period.

Upon termination, Clovay settles what has been carried out up to that moment. Once that has been paid in full, the rights to the delivered part pass in accordance with Article 9.

17. Governing law and disputes

Dutch law applies to every agreement. Disputes are submitted to the competent court in the district of The Hague (arrondissement Den Haag), after the parties have tried to resolve them between themselves.

18. Changes

Clovay may amend these terms. For ongoing agreements, the terms as they read when the agreement was concluded continue to apply, unless the parties agree otherwise in writing.