Terms and conditions
Last updated
This is a working draft. It is not legal advice and not a binding document yet. Have a lawyer review it before you use it as contract terms.
This text describes how Tinsights Agency usually works. Written deviations take precedence.
Applicability
These draft terms are meant for assignments from Tinsights Agency (KvK 99957949) to business clients: websites, software, apps, hosting, management and related work.
Deviations apply only if we confirm them in writing.
Quotations
A quote is non-binding until we confirm the assignment in writing. Prices cover the scope in the quote or confirmation.
A price indication in a conversation is not an assignment.
Project scope
We work from the agreed scope: what is included, what is not, and what you supply.
Work outside that scope is extra work, unless we pull it into the assignment in writing.
Client responsibilities
You supply content, access, decisions and feedback on time when we cannot continue without them.
You warrant that material you supply does not infringe other people’s rights.
Planning
Deadlines are reasonable-effort dates unless we agree a date in writing as a drop-dead deadline.
Delay from late content or decisions moves the plan.
Changes and extra work
New wishes after confirmation are discussed first. We say what that means for time and price before we do the work.
Smaller technical choices inside the agreed direction may be made if they do not change the result in a material way.
Payment
Invoices are payable on the agreed term. Without a separate agreement we expect payment within the term on the invoice.
If payment is late we may pause work until the open amount is paid. This draft does not add an extra penalty sum.
Delivery
We deliver on the agreed environment, or hand over what is needed to put the work into use.
Parts may be delivered in stages if the assignment allows it.
Acceptance
After delivery you can check the work against the agreed scope. Defects inside that scope we fix in a reasonable round.
New wishes are extra work. Putting the work into use counts as acceptance of what was delivered, unless we agree otherwise.
Hosting and domains
Hosting, domains and ongoing management are separate agreements, even if we built the site.
We do not promise 100% availability. We set the work up seriously and keep it recoverable within what we agreed in writing.
Third-party services
If an assignment uses a third-party service, such as a payment provider, mail tool or app store, that party’s terms also apply.
We are not the provider of that service unless we expressly are.
Software licences
Open-source or commercial components stay under their own licence. Those licences do not become property of Tinsights or of you.
You receive the use right that licence grants, to the extent the assignment needs it.
Intellectual property
Intellectual property in work made specifically for you transfers after full payment of the related invoices, unless we agree otherwise in writing.
Our general methods, components and know-how stay with Tinsights. You receive a right to use them in the delivered project.
Client-provided content
Texts, images, marks and data you supply stay yours or the rightsholder’s. You give us the right to use that material for the assignment.
We are not obliged to check supplied material for rights unless that is expressly in scope.
Maintenance and support
Maintenance, updates and support run only if we agreed that separately. A build agreement is not ongoing management.
Response times we did not agree are not a promise.
Liability
We do the work with care. If we still cause loss that is ours to bear, liability is limited to the amount you paid us for that assignment, to the extent the law allows.
We are not liable for indirect loss, such as lost revenue or data loss at a third party, to the extent the law allows that exclusion. This limit does not apply in case of intent or wilful recklessness.
Force majeure
If performance is temporarily impossible for a reason outside our reasonable control, such as a host outage, change in law or illness in a small team, the duty shifts for that period.
If the obstacle lasts, we discuss whether the remaining work can be adjusted or ended.
Termination
An ongoing management agreement can be ended on the written notice period. If none is set, we end it in consultation with reasonable notice.
On a one-off assignment either of us may end it if the other is in material default and does not remedy that after written notice. Work already done remains payable.
Confidentiality
We treat non-public information about your business as confidential. You do the same with our non-public methods and prices.
Public information, or information we already knew independently, is not included.
Applicable law
The relationship is governed by Dutch law.
Disputes
We first try to resolve a dispute in conversation. If that fails, the competent court in the Northern Netherlands has jurisdiction, unless mandatory law points to another court.