Terms & Conditions

In these terms and conditions the following terms are used with the meanings given below, unless explicitly stated otherwise:

Service Provider: Zarioh Digital Solutions, based in Utrecht, registered with the Chamber of Commerce under number 82309442.

Client: The natural person or legal entity entering into an Agreement with the Service Provider.

Agreement: The service agreement between the Client and the Service Provider.

Services: All work and deliverables performed by the Service Provider for the Client, including but not limited to: branding & design, communication & telephony, Microsoft 365 implementation, web and hosting services, SaaS implementations and AI solutions.

In writing: This also includes communication by email.

2.1 These terms and conditions apply to all offers, quotations and Agreements between the Service Provider and the Client.

2.2 Deviations from and additions to these terms and conditions are only valid if expressly agreed upon in writing.

2.3 The applicability of any purchasing or other terms of the Client is expressly rejected.

2.4 If one or more provisions of these terms and conditions are null and void or are annulled, the remaining provisions shall remain fully applicable.

3.1 All offers and quotations by the Service Provider are without obligation, unless the offer specifies a period for acceptance.

3.2 The Service Provider cannot be held to its quotations if the Client could reasonably understand that the quotation contained an obvious mistake or typographical error.

3.3 An Agreement is concluded at the moment the Client has accepted the quotation in writing or the Service Provider has commenced execution of the assignment.

3.4 If the acceptance deviates from the offer included in the quotation, the Service Provider is not bound by it. The Agreement is then not concluded in accordance with this deviating acceptance, unless the Service Provider indicates otherwise.

4.1 The Service Provider shall execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.

4.2 The Service Provider has the right to have certain work performed by third parties without the prior consent of the Client.

4.3 The Client shall ensure that all information, which the Service Provider indicates is necessary for the execution of the Agreement, is provided to the Service Provider in a timely manner.

4.4 If the information necessary for the execution of the Agreement has not been provided to the Service Provider in a timely manner, the Service Provider has the right to suspend the execution of the Agreement.

4.5 If it has been agreed that the Agreement will be executed in phases, the Service Provider may suspend the execution of those parts belonging to a subsequent phase until the Client has approved the results of the preceding phase in writing.

5.1 Payment must be made within 14 days of the invoice date, in the manner indicated by the Service Provider, unless otherwise agreed in writing.

5.2 After the payment period has expired, the Client is in default by operation of law. The Client shall then owe interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due.

5.3 In the event of liquidation, bankruptcy, attachment or suspension of payment of the Client, the claims of the Service Provider on the Client are immediately due and payable.

5.4 Complaints regarding the work performed and/or the invoice amount must be submitted in writing to the Service Provider within 8 days of the dispatch date of the documents or information about which the Client is complaining.

5.5 For monthly subscriptions, payment in advance applies. In the event of late payment, the Service Provider is entitled to suspend the services with immediate effect.

6.1 The Service Provider is not liable for damage arising from the failure to perform, late performance or improper performance of the Agreement, unless there is intent or gross negligence on the part of the Service Provider.

6.2 The liability of the Service Provider is in all cases limited to the amount paid out by its liability insurance, or to a maximum of the fee agreed for that assignment (excluding VAT), with a maximum of €10,000.

6.3 The Service Provider is not liable for indirect damage, including consequential damage, lost profits, missed savings and damage due to business interruption.

6.4 The Service Provider is not liable for damage resulting from incorrect or incomplete information provided by the Client.

6.5 The Service Provider is not liable for failures in third-party infrastructure (including cloud services, internet connections and telecommunications services).

7.1 The Service Provider reserves the rights and powers vested in it under the Copyright Act.

7.2 All documents provided by the Service Provider, such as reports, advice, designs, sketches, drawings and software, are intended solely for use by the Client and may not be reproduced, disclosed or brought to the attention of third parties without the prior permission of the Service Provider.

7.3 After full payment of the agreed fee, the Service Provider transfers the intellectual property rights in the work specifically developed for the Client, unless otherwise agreed in writing.

7.4 The Service Provider retains the right to use the knowledge gained through the execution of the work for other purposes, provided that no confidential information is disclosed to third parties.

8.1 The Service Provider processes personal data of the Client in accordance with the General Data Protection Regulation (GDPR).

8.2 The Service Provider takes appropriate technical and organisational measures to secure personal data against loss or unlawful processing.

8.3 If the Service Provider has access to personal data of the Client in the context of the execution of the Agreement, the Service Provider acts as a processor. In that case, the parties shall conclude a data processing agreement.

8.4 The Client warrants that it is entitled to provide the personal data to the Service Provider and that this processing is lawful.

9.1 If the Client wishes changes to the execution of the Agreement after it has been concluded, these must be communicated to the Service Provider in a timely and written manner.

9.2 Changes to the Agreement may result in the agreed delivery time being exceeded by the Service Provider without any liability on its part.

9.3 Additional work is calculated on the basis of the agreed hourly rates, or on the basis of a rate to be determined. The Service Provider will inform the Client in advance of the expected costs of additional work.

9.4 The Service Provider reserves the right to adjust rates annually on 1 January on the basis of the consumer price index (CPI). The Client will be notified in writing at least 30 days in advance.

10.1 Dutch law exclusively applies to all legal relationships to which the Service Provider is a party.

10.2 The parties shall only appeal to the courts after they have made every effort to settle a dispute by mutual agreement.

10.3 Disputes shall be submitted exclusively to the competent court in the district of Midden-Nederland.

10.4 The court in the district of Midden-Nederland has exclusive jurisdiction to hear disputes.