Terms and conditions

• SEMSIT: established in Uden, the Netherlands, registered with the Dutch Chamber of Commerce (Kamer van Koophandel)
• Client: the natural person or legal entity that gives SEMSIT an assignment
• Parties: SEMSIT and the client together
• Services: all work to be performed by SEMSIT, such as software development, consultancy, maintenance and support

2.1 These general terms and conditions apply to all offers, quotes and agreements between SEMSIT and a client.

2.2 Deviations from these terms and conditions are only valid if they have been expressly agreed in writing.

2.3 The applicability of any purchasing or other terms and conditions of the client is expressly rejected.

3.1 All quotes and offers from SEMSIT are non-binding, unless stated otherwise.

3.2 Quotes are valid for 30 days, unless indicated otherwise.

3.3 SEMSIT cannot be held to its quotes if the client can reasonably understand that the quote contains an obvious mistake or clerical error.

4.1 An agreement is formed at the moment the client has accepted the quote in writing or digitally.

4.2 If the client has placed the order verbally or otherwise, the agreement is deemed to have been formed at the moment SEMSIT has commenced its performance.

4.3 SEMSIT reserves the right to refuse assignments without stating reasons.

5.1 SEMSIT will perform the agreement to the best of its knowledge and ability and in accordance with the standards of good workmanship.

5.2 SEMSIT has the right to have work carried out by third parties.

5.3 The client shall ensure that all information that SEMSIT indicates is necessary, or that the client should reasonably understand to be necessary, is provided in good time.

5.4 Stated deadlines are indicative and are not strict deadlines, unless expressly agreed otherwise.

6.1 All prices are exclusive of VAT and any other government levies, unless stated otherwise.

6.2 Payment must be made within 14 days of the invoice date, unless agreed otherwise.

6.3 If the payment term is exceeded, the client is in default by operation of law and SEMSIT is entitled to charge the statutory interest.

6.4 In the event of late payment, all extrajudicial collection costs shall be borne by the client.

7.1 All intellectual property rights to materials developed or made available by SEMSIT are vested exclusively in SEMSIT or its licensors.

7.2 The client only acquires the rights of use and powers that follow from the purpose of the agreement or that are granted in writing.

7.3 The client is not permitted to reproduce or publish software, websites or other materials without the prior written consent of SEMSIT.

8.1 Both parties are obliged to keep confidential all confidential information they have obtained from each other or from another source in the context of their agreement.

8.2 Information is considered confidential if the other party has stated so or if this follows from the nature of the information.

9.1 SEMSIT guarantees that the services delivered meet the requirements set out in the agreement.

9.2 The warranty period is 3 months after delivery, unless agreed otherwise.

9.3 SEMSIT cannot provide any warranty for third-party software or services. The warranty of those parties applies.

10.1 SEMSIT is only liable for damage that is the direct result of a failure in the performance of the agreement attributable to SEMSIT.

10.2 The liability of SEMSIT is limited to the amount paid out by its liability insurance in the case in question, plus the deductible.

10.3 If for any reason no payment is made, liability is limited to a maximum of the invoice amount of the assignment.

10.4 SEMSIT is not liable for indirect damage, consequential damage, lost profits, missed savings or damage due to business interruption.

11.1 SEMSIT is not obliged to fulfil any obligation if it is prevented from doing so as a result of force majeure.

11.2 Force majeure means any circumstance beyond the control of SEMSIT that wholly or partly prevents it from fulfilling its obligations towards the client.

12.1 All agreements between SEMSIT and the client are governed exclusively by Dutch law.

12.2 Disputes will be submitted to the competent court in the district where SEMSIT is established, unless mandatory law prescribes otherwise.

13.1 SEMSIT reserves the right to amend these general terms and conditions. Amendments take effect at the announced time. SEMSIT will send amended terms to the client in good time.