"For the Rapio app, a complete ordering and POS system, we were looking for a reliable IT partner. The team developed both an iOS and Android app for us, fully tailored to our needs. "
Al
Founder, Rapio
General Terms and Conditions Tekstek These general terms and conditions have been filed with the registry of the Court Midden Nederland under number 174/2020 and are available for inspection at the office of Tekstek, will be sent on request and can be retrieved from the website: www.Tekstek.nl
In these general terms and conditions the following definitions apply:
2.1 These general terms and conditions apply to every Agreement/order concluded. The applicability of any terms of the Client is expressly rejected. 2.2 If there is ambiguity regarding the interpretation of one or more provisions of these general terms and conditions, they shall be interpreted in the light of applicable law and case law. 2.3 If a situation arises between the Client and Tekstek that is not covered in these general terms and conditions, that situation shall be assessed in accordance with applicable law and case law. 2.4 If one or more provisions in these general terms and conditions prove to be void or are set aside, the remaining provisions of these general terms and conditions shall remain fully applicable. Tekstek and the Client shall then consult to agree on new provisions to replace the void or set-aside provisions, taking into account the purpose and intent of the original provision as much as possible. 2.5 If Tekstek does not always insist on strict compliance with these conditions, this does not mean that the provisions are not applicable, or that Tekstek would be unable to demand strict compliance in other cases.
3.1 All offers are without obligation, unless stated otherwise. Tekstek has the right to revoke a non-binding quote within three days after acceptance by the Client. 3.2 The Client warrants the accuracy and completeness of the requirements and specifications for the presentation and other data provided to Tekstek by or on behalf of him on the basis of which Tekstek bases its offer. 3.3 If an Agreement is quoted on a time-and-materials basis, the quoted prices are only indicative; the actual costs incurred by Tekstek will be charged.
4.1 The Agreement is concluded at the moment the Client accepts the offer and fulfils the conditions attached thereto, or when performance of the Agreement/order has begun. 4.2 Tekstek will commence performance of the Agreement after it has received the signed order confirmation from the Client.
5.1 Tekstek determines the manner in which and by which persons the agreement is performed. Tekstek has the right, in performing the agreement, to engage third parties, procure goods from third parties, use services of third parties and have the Agreement fully or partially performed by third parties and to charge the Client for the associated costs, as specified in the quote. These general terms and conditions also benefit the third parties engaged by Tekstek. 5.2 Tekstek does not guarantee that the website or software it develops will operate without interruptions or errors. 5.3 The Client is aware that the Internet is not always a completely reliable means for transmitting information and that disruptions, delays and errors can occur at arbitrary times.
6.1 Adjustments and deviations from these general conditions and/or the Agreement are only valid if they have been agreed in writing between the Parties. 6.2 Any additional costs related to implemented changes or additions are borne by the initiator of the changes. 6.3 If the Parties agree that the Agreement will be changed or supplemented, this may affect the time of completion of the performance. Tekstek will inform the Client as soon as possible. 6.4 If the Parties cannot reach agreement on possible changes or additions, the Parties remain bound by the original Agreement.
7.1 The Client ensures that all data which Tekstek indicates are necessary or which the Client reasonably should understand are necessary for the (further) performance of the agreement, are made available in a timely manner. 7.2 If the Client provides software, telecommunications facilities, websites, materials, databases or other data on a data carrier to Tekstek, these must comply with the specifications prescribed by Tekstek and included in the Agreement/quote. 7.3 The Client is obliged to inform Tekstek without delay about facts and circumstances that may be relevant to the performance of the Agreement. 7.4 The Client must refrain from actions that make it impossible for Tekstek to properly perform the Agreement. 7.5 The Client indemnifies and holds Tekstek harmless against claims from any third parties who suffer damage in connection with the performance of the Agreement and/or unlawful acts attributable to the Client. 7.6 The Client is responsible for the proper functioning of his equipment or other technical provisions used to access and use the software in the context of performing the Agreement. 7.7 The Client is not permitted to use the software in such a way that damage may occur to the software and/or Tekstek and/or third parties. 7.8 Tekstek is entitled, when the circumstances described in this article 7 occur, to dissolve the Agreement in whole or in part, without prejudice to other rights of Tekstek. 7.9 The Client bears the responsibility for the display of images, text, video or audio files for which rights lie with third parties.
8.1 If Tekstek has indicated a period within which it will perform the work, that period cannot be considered a strict deadline. Tekstek will keep the Client informed as much as possible of any delays. 8.2 If an agreed delivery period is unreasonably exceeded due to an event beyond its control and not attributable to its act or omission, as described in article 19 of these general terms and conditions, the period is automatically extended by the duration of that event.
9.1 All stated prices and rates are in euros and exclude VAT, unless otherwise stated in the quote. 9.2 Tekstek has the right to change the (hourly) rates. These changes will be notified to the Client in writing or electronically no later than 2 months before they take effect. If the Client does not agree with the new (hourly) rates, the Client is entitled to terminate the agreement from the moment the new (hourly) rates apply. The termination must be made in writing within 14 days after the Client has been notified of the rate change. Changes in taxes and levies will in all cases be passed on and are not grounds for the Client to terminate the Agreement.
10.1 If the Parties have agreed a fixed price for performing the Agreement, 50% of the total agreed amount will be invoiced to the Client in advance. Tekstek will commence performance of the Agreement once it has received the total advance payment. The remaining agreed amount will be invoiced to the Client immediately before delivery. 10.2 Tekstek may increase an agreed fixed price if during the performance of the Agreement it appears that the originally agreed or expected amount of work has changed to such an extent due to unforeseen circumstances not attributable to Tekstek, or due to actions of the Client, that it is not reasonable to expect Tekstek to perform the agreed work at the originally agreed price.
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11.1 After delivery the Client has 28 calendar days to report any showstopper bugs and/or other comments relating to the work produced under the Agreement to Tekstek. After such notification, Tekstek, if (technically) possible, will remedy the showstopper bug free of charge or perform the work according to the Client's comments, provided those activities fall within the scope of the Agreement. 11.2 If the work does not fall within the scope of the Agreement or if the Client does not notify Tekstek within the term set in article 11.1, the work the Client wants to have performed will be considered a new agreement(order) and charged to the Client separately.
12.1 Unless otherwise agreed in writing and the Client wishes to cancel the concluded Agreement wholly or partly before the work has started, he is obliged to pay Tekstek 15% of the total agreed price plus VAT as cancellation costs. Without prejudice to the right to claim a higher amount if the actual costs incurred are higher. Furthermore, the Client is obliged to reimburse costs arising from commitments reasonably entered into by Tekstek with third parties for the fulfillment of the Agreement. At the Client's request, Tekstek will provide evidence of the costs incurred. 12.2 The above cost arrangement does not affect the Client's possible statutory liability for damages resulting from the cancellation. Such damage may include, but is not limited to, costs for hiring third parties or costs for hours already worked. 12.3 Cancellation of the Agreement after work has commenced, unless otherwise agreed in writing, is only possible under payment of the full agreed price.
13.1 The Client must pay invoices received from Tekstek within 14 days of the invoice date, unless other arrangements have been made in writing. 13.2 If Tekstek does not receive payment of the invoice amount within the payment period, Tekstek will send the Client a reminder. If the Client does not respond to the reminder, the Client is in default by operation of law without further notice of default being required. In that case, the Client shall owe statutory trade interest from the date on which the amount due became payable until the time of payment. In addition, all collection costs, both judicial and extrajudicial, after the Client is in default, shall be borne by the Client. 13.3 Disputes about the performance of the Agreement do not affect the Client's payment obligation. 13.4 Set-off and suspension of payment by the Client are excluded. 13.5 If the Client is in default with payment, Tekstek has the right to suspend the performance of the Agreement without being liable for damages to the Client. 13.6 In the event of the Client's liquidation, bankruptcy, attachment or suspension of payments, the claims of Tekstek on the Client are immediately due and payable. 13.7 All deliveries/services to the Client are made subject to retention of title. Ownership of products resulting from the Agreement passes to the Client only when the Client has fully paid all claims (price, additional work, costs, interest, etc.) of Tekstek, subject to the provisions of article 14 of the general terms and conditions.
14.1 Copyright and all other intellectual property rights (including know-how) regarding both provisional and final (designs of) text(s), images, working and detailed drawings, sketches, models, concepts, digital information, software, logos, designs, reports, advice, etc., that Tekstek has created or made available in the context of the agreement, rest with Tekstek or its licensor. The Client is not permitted, without prior written permission from Tekstek, to make public or reproduce made available materials, except as provided in the Copyright Act. 14.2 All intellectual property rights on all software, equipment, content, databases or other materials developed or provided under the Agreement, such as analyses, designs, documents, reports as well as preparatory material thereof, rest exclusively with Tekstek or its licensor. The Client acquires only the usage rights and powers that are explicitly granted. 14.3 The Agreement does not aim at transfer of intellectual property rights. The Client acknowledges that the intellectual property rights relating to the software, in particular but not limited to the so-called source codes, remain the property of Tekstek or its licensor and that these rights do not transfer to the Client. 14.4 The know-how and/or knowledge and/or experiences acquired by Tekstek during the performance of the agreement belong exclusively to it and do not have to be shared with the Client. 14.5 Transfer of intellectual property rights is only possible after the Client and Tekstek have signed a deed designated for that purpose. 14.6 The Client is permitted to use the software and the app (application) in the form of a license. 14.7 By commissioning the publication or reproduction of works protected by copyright or any other legal regulation of intellectual property that have been provided by or on behalf of the Client himself, the Client declares that no infringement is being made on legal provisions and/or on protected rights of third parties and indemnifies Tekstek against claims by third parties and/or the direct and indirect consequences, both financial and otherwise, resulting from the publication or reproduction. 14.8 The Client is not allowed to remove or alter any indication regarding the confidential nature or concerning copyrights, trademarks, trade names or other intellectual property rights from the software, websites, databases, equipment or materials.
15.1 Tekstek is entitled to sign the work produced under the Agreement or use it for its own publicity or PR purposes.
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16.1 The Agreement does not include conducting research into the existence of trademark rights, design or model protection, patent rights, copyrights and portrait rights of third parties. The same applies to research into the possibility of such protections for the Client.
17.1 Tekstek is authorized to suspend performance of obligations or to dissolve the agreement if:
17.2 If the Agreement is dissolved the claims of Tekstek on the Client become immediately fully due and payable. If Tekstek suspends performance of the obligations, it retains its claims under the law and the Agreement.
18.1 Tekstek cannot be held liable for compensation for any damage that is a direct or indirect consequence of: A. an event that is actually beyond its control and thus cannot be attributed to its act or omission, as described in article 19 of these general terms and conditions; B. any act or omission of the Client, its subordinates, or other persons engaged by or on behalf of the Client.
18.2 Tekstek does not guarantee that the delivered products are free of errors and/or omissions. Tekstek is therefore not liable for any errors and/or omissions in delivered products, services or performed work. 18.3 Tekstek is not liable for damage of any kind resulting from Tekstek relying on incorrect and/or incomplete data provided by the Client. 18.4 Tekstek is not liable for any damage suffered by the Client due to temporary unavailability of the software, for example due to an error, malfunction, update or maintenance, unless the unavailability is unreasonably long due to the fault of Tekstek. 18.5 In no event is Tekstek liable for damage caused by the Client using the delivered or made available items incorrectly or for a purpose other than that for which they were produced. 18.6 Tekstek accepts no liability if the Client insists on carrying out certain work against the advice of Tekstek. 18.7 The Client is obliged, insofar as reasonably possible, to keep copies of materials and data provided by him until the Agreement has been fulfilled. If the Client fails to do so, Tekstek cannot be held liable for damage that would not have occurred if such copies had existed. 18.8 If the Client or a third party makes changes to what Tekstek has delivered or made available, Tekstek excludes any liability regarding the operation and any (consequential) damage. 18.9 Tekstek is not liable for damage of any kind caused by services or networks of third parties. 18.10 Tekstek is not responsible for the content of the Client's website. The Client must ensure that the content of his website/database/app does not conflict with the law. 18.11 Tekstek is never liable for indirect damage, including consequential loss, lost profits, missed savings and damage due to business interruption. 18.12 If Tekstek is liable for any damage, its liability is limited to the amount paid out by Tekstek's insurer. If the insurer does not pay out or the damage is not covered by the insurance, Tekstek's liability is limited to the invoice amount, or at least to that part of the agreement to which the liability relates. 18.13 The limitations of liability in these general terms and conditions do not apply if the damage is due to intent or gross negligence by Tekstek or its subordinates. 18.14 Claims and other entitlements of the Client against Tekstek of any kind in any case lapse after 1 year from the moment an event occurs that enables the Client to invoke these rights and/or powers against Tekstek.
19.1 Force majeure on the part of Tekstek exists, among other things, if Tekstek is prevented from fulfilling its obligations under the agreement or in preparing for them due to: war, threat of war, riot, revolution, molestation, fire, water damage, flooding, government measures, import and export restrictions, defects in materials (including computers and other telecommunications means), unavailability of materials (including computers and other telecommunications means), all both in the business of Tekstek as well as in the business of the Client and of third parties involved in the agreement. 19.2 If the force majeure situation on the part of Tekstek has lasted longer than 2 months, the parties have the right to dissolve the agreement. 19.3 Insofar as Tekstek has already partially performed its obligations at the time the force majeure event occurred or can still perform them, and the part already performed or to be performed has independent value, Tekstek is entitled to invoice the already performed or to be performed part separately. The Client is obliged to pay these invoices as if it were a separate agreement.
20.1 Both Parties are obliged to maintain 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 it has been communicated as such by the other party or if it follows from the nature of the information. The party receiving confidential information will use it only for the purpose for which it was provided.
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21.1 The version of the general terms and conditions applicable is the version that applied at the time the agreement was concluded, unless the Client has accepted the applicability of a revised version of the general terms and conditions after concluding the agreement.
21.2 The Parties will only resort to the court after they have made every effort to resolve a dispute amicably.
21.3 Dutch law shall apply to every agreement between Tekstek and the Client.
21.4 All disputes concerning agreements between the Client and Tekstek will be submitted to the Court Midden Nederland.
"For the Rapio app, a complete ordering and POS system, we were looking for a reliable IT partner. The team developed both an iOS and Android app for us, fully tailored to our needs. "
Al
Founder, Rapio
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