Terms and conditions

In these terms and conditions, the following definitions apply:

• SOLVM: the user of these terms and conditions, based in the Netherlands, hereinafter also "we" or "us".
• Client: the natural or legal person who engages SOLVM to carry out work.
• Agreement: any arrangement between SOLVM and the client to carry out work, including advice, integrations, implementation and management of marketing automation.
• Work: all services to be performed by SOLVM for the client, including discovery, building, testing and optimising marketing automation flows.

These terms apply to all quotes, offers, work, agreements and service deliveries by or on behalf of SOLVM, unless explicitly and in writing deviated from.

The applicability of any purchasing or other terms of the client is explicitly rejected, unless agreed otherwise in writing.

All quotes and offers from SOLVM are without obligation, unless a term for acceptance is stated in the quote. A quote lapses if the product to which it relates is no longer available in the meantime.

An agreement is formed when the client has accepted the quote in writing or by email, or when SOLVM has effectively started carrying out the work.

SOLVM carries out the work to the best of its knowledge and ability, in accordance with the standards of good craftsmanship. This is a best-efforts obligation; SOLVM does not guarantee a specific result unless explicitly agreed in writing.

Every flow built by SOLVM goes through a test round before it is launched live by the client. The client is responsible for timely delivery of the required data, access to systems and approval of test results.

If it becomes apparent during the performance of the agreement that it is necessary to change or supplement the work for proper execution, the parties will adjust this in good time and in consultation.

When a change or addition to the agreement has financial and/or qualitative consequences, SOLVM will inform the client in advance. Additional work is only carried out after written confirmation by the client.

All prices charged by SOLVM are exclusive of VAT and other government levies, unless stated otherwise. Payment must be made within 14 days of the invoice date, in the manner indicated by SOLVM.

If the payment term is exceeded, the client is in default by operation of law and statutory commercial interest is owed on the outstanding amount, without prejudice to SOLVM's right to charge extrajudicial collection costs.

The agreement is entered into for the duration stated in the agreement, or, failing that, for the duration necessary to complete the assignment.

Both parties may terminate the agreement in writing, observing the agreed notice period. In the event of early termination, the client is obliged to pay for the work carried out up to that point.

All intellectual property rights to the flows, integrations, documentation and other materials developed or made available by SOLVM rest exclusively with SOLVM, unless agreed otherwise in writing.

After full payment, the client obtains a non-exclusive, non-transferable right of use to the delivered work, solely for the purpose for which it was developed.

SOLVM's liability for damages arising from or related to the performance of the agreement is limited to the amount paid out in the relevant case by SOLVM's liability insurance.

If, for whatever reason, no payment is made under that insurance, liability is limited to the invoice amount of the agreement to which the damage relates, with a maximum of the amount invoiced to the client in the preceding six months. SOLVM is not liable for indirect damages, including consequential damages and loss of profit.

The parties are obliged to keep confidential all confidential information they have obtained from each other or from another source in connection with the agreement.

Insofar as SOLVM processes personal data on behalf of the client while carrying out the work, the parties will enter into a data processing agreement that complies with the requirements of the General Data Protection Regulation (GDPR).

SOLVM is not obliged to fulfil any obligation towards the client if it is prevented from doing so as a result of force majeure, which also includes disruptions at third parties, systems or suppliers on which SOLVM depends.

Dutch law exclusively applies to all agreements between SOLVM and the client.

Disputes arising from or related to an agreement will be submitted exclusively to the competent court in the district where SOLVM is based, unless mandatory law provides otherwise.