General terms and conditions

This is the terms and conditions of LD ICT. They apply to all quotes, agreements and work by LD ICT in the areas of IT management, advice and custom software development. Here you can read what you can expect from us and what we expect from you. Take a look at our services and projects, or contact us if you have any questions.

1. Definitions

In these terms and conditions, the following definitions apply:

• LD ICT: the sole proprietorship LD ICT, based at Zandweg 3, 6942JE Didam, the Netherlands, registered with the Chamber of Commerce (KvK) under number 42161041, VAT ID NL005545544B72.
• Client: the individual or legal entity that enters into an agreement with LD ICT, or is in discussions about one.
• Agreement: any arrangement between LD ICT and the Client about services, including quotes, order confirmations and annexes.
• Services: all work carried out by LD ICT, such as IT management, advice, custom software development and support.
• Deliverable: what LD ICT provides to the Client under the Agreement, such as software, documentation or advice.
• In writing: on paper or by email.

2. Applicability of these terms and conditions

These terms and conditions apply to every quote and Agreement of LD ICT. They also apply to follow-up orders, unless we agree otherwise in writing.

These terms and conditions are intended for business Clients. If the Client is a consumer, they apply only to the extent that mandatory consumer law allows.

We expressly reject any general terms and conditions of the Client, even if they state that they alone apply. If any provision of these terms and conditions is invalid, the remaining provisions stay in force. We will then replace the invalid provision with a valid one that comes as close as possible to the purpose of the original.

3. Quotes and formation of the Agreement

Every quote is non-binding, unless it states a validity period. A quote lapses if we do not receive acceptance within that period.

The Agreement is formed as soon as the Client accepts the quote in writing. The same applies if the Client books an appointment through the website and we confirm it. If LD ICT starts work with the Client's consent, that also counts as acceptance.

After acceptance, we may withdraw a quote if the Client was evidently relying on an error or mistake in it. Prices in a quote do not automatically apply to follow-up orders.

4. Performance of the Services

Best-efforts obligation

LD ICT performs the Services to the best of its knowledge and ability and with the care of a competent professional. Unless we agree a specific result in writing, our obligation is a best-efforts obligation. We therefore do not guarantee that software will be error-free or that advice will lead to a particular business result.

Planning and deadlines

Deadlines in a quote or schedule are indicative. They are never strict deadlines, unless we agree so in writing. If a deadline is at risk, we will discuss it with the Client.

Third parties

LD ICT may engage third parties to perform the Services. If we do, we remain responsible for performing the Agreement. If the Client uses third-party products or services, such as hosting or licences, the terms of that third party also apply. We will point this out when we supply or resell those products.

5. Client's cooperation

The Client ensures that LD ICT has, in good time, all information, access, accounts and cooperation needed for the Services. The Client also ensures that this information is accurate and complete.

If that cooperation is missing, we may suspend performance. Any resulting delay and additional costs are for the Client's account.

The Client remains responsible for its use of the Deliverable, for its own systems and for managing its passwords. The Client also makes regular backups of its own data, unless we agree in writing that LD ICT will do this.

6. Custom software: delivery and acceptance

If LD ICT develops custom software, we make the Deliverable available for acceptance. The Client then tests the Deliverable within [fill in the acceptance period] and reports any defects in writing, as specifically as possible.

If the Deliverable conforms to what we agreed, the Client approves it. The same applies if the Client does not respond within the period or uses the Deliverable in production. Minor defects that do not materially hinder use are not a reason to withhold approval. We will fix those defects within a reasonable time.

If the Client changes its requirements during the project, this counts as additional work (see article 7).

7. Changes and additional work

If the Client wants something different or extra during performance, we will first discuss the consequences for price and schedule. We carry out additional work after the Client's written consent. We then charge for it at the agreed rates. If no rates have been agreed, we use our standard rates.

LD ICT may make minor changes without consent if they do not affect price or functionality.

8. Booking appointments and video meetings

The Client can book an appointment through the website. Depending on the service, prepayment is optional or required. This payment is processed by Revolut Business. The website itself never sees card details.

If the Client wants to reschedule or cancel an appointment, it must tell us in good time. What this means for a prepayment is set out with the relevant service or in the confirmation: [fill in the cancellation terms].

Video meetings take place only through an invitation link. The Client does not share that link with anyone other than the intended participants. We do not record audio, video or screen shares.

9. Rates and payment

All prices are in euros and exclude VAT, unless we state otherwise. Rates may be fixed or based on time spent (time and materials). In the latter case, a budget is an estimate, not a fixed price.

We invoice per Agreement or per month, as stated in the quote. The Client pays within [fill in the payment term] of the invoice date, without discount or set-off.

If the Client does not pay on time, it is in default by operation of law. We may then charge statutory commercial interest and the reasonable costs of out-of-court collection. We may also suspend our Services until the Client has paid everything it owes.

For long-term Agreements, we may increase the rates annually, for example in line with inflation. We will announce this in writing at least [number] days in advance. If the Client does not agree, it can terminate the Agreement before the increase takes effect.

10. Intellectual property

All intellectual property rights in the Deliverable, and in our documentation, designs and source code, remain with LD ICT or its licensors. This also applies to our general tools, libraries and know-how that we reuse.

The Client receives a non-exclusive, non-transferable right to use the Deliverable. This right covers internal use within the Client's own organisation and only for the purpose of the Agreement. The right of use takes effect only once the Client has paid everything it owes.

If we want to transfer rights, for example the rights to custom software, we will agree this in writing. If the Deliverable includes open-source components, the licence terms apply to those components.

The Client warrants that it is entitled to supply the materials it makes available to us. If a third party claims that the Deliverable infringes its rights, the Client must notify us immediately. If the claim concerns material supplied by the Client, the Client indemnifies LD ICT against such claims.

11. Confidentiality

Both parties keep each other's confidential information secret. This applies to everything marked as confidential or that reasonably should be understood to be confidential. We use that information only for the purpose of the Agreement.

This does not apply to information that is already public or that a party has lawfully obtained by itself. A party may also disclose information if required by law or a court order. We also impose this confidentiality on any third parties we engage.

This obligation continues after the Agreement ends, unless we agree otherwise.

12. Personal data and privacy

We handle personal data with care and comply with the General Data Protection Regulation (GDPR). What we do with personal data, cookies and third parties on the website is explained in our privacy statement on the website.

If we process personal data on behalf of the Client, for example as part of IT management, the Client is the controller and LD ICT is the processor. In that case, we will conclude a data processing agreement before the work starts. The Client ensures that it is entitled to entrust personal data to us.

If we become aware of a security incident involving the Client's personal data, we will report it without undue delay. If you have questions about privacy, you can email contact@ldict.nl.

13. Liability

LD ICT's liability for damage caused by an attributable failure is limited to direct damage. Direct damage includes, for example, the reasonable costs of establishing the failure, or the reasonable costs of limiting the damage. We exclude liability for anything else.

LD ICT is not liable for indirect damage. This includes consequential loss, missed savings, lost profit, business interruption and damage caused by loss or corruption of data. The duty to make backups lies with the Client (see article 5).

Our total liability per Agreement is limited to the amount we invoiced under that Agreement in the [number] months before the event that caused the damage, up to a maximum of [fill in the maximum amount]. If our insurance pays out a higher amount in a particular case, that higher amount applies.

These limitations do not apply in the case of intent or deliberate recklessness on the part of LD ICT. They also do not apply to the extent that mandatory law does not allow liability to be limited.

The Client reports damage as soon as possible, and in any event within [number] days of discovering it. A claim for damages lapses if the Client does not submit it to us in writing within [number] months of the damage arising.

14. Force majeure

A party does not have to fulfil its obligations for as long as it is prevented from doing so by force majeure. Force majeure includes, among other things, outages at internet, hosting or energy suppliers. It also includes cyberattacks that succeed despite reasonable security, government measures and illness, as well as failures by suppliers that we cannot reasonably influence ourselves.

If force majeure lasts longer than 60 days, either party may terminate the Agreement in writing. The Client then pays for what we have already performed up to that point.

15. Term and termination

An Agreement for a specific project ends once both parties have fulfilled their obligations. An ongoing Agreement, such as IT management, runs for the agreed term. If nothing has been agreed, it runs for an indefinite period and either party can terminate it in writing with a notice period of [fill in the notice period].

Either party may terminate the Agreement with immediate effect in writing if the other party is in serious breach. This applies only after we have given the other party a reasonable period to remedy the breach, unless remedy is not possible. Termination is also possible if the other party is declared bankrupt or granted a suspension of payments.

On termination, LD ICT will reasonably cooperate in a proper handover, for example of accounts and documentation. We will charge for the costs of this. Amounts that the Client already owes remain due and become immediately payable.

16. Complaints

If the Client has a complaint about our Services, it reports it as soon as possible and no later than [fill in the complaint period] after discovering it. It does so in writing, with a description that is as clear as possible. We will respond within a reasonable time and look for a solution together.

A complaint does not release the Client from its obligation to pay for any part that the complaint does not concern. To raise a complaint, you can get in touch via our contact page.

17. Applicable law and competent court

Dutch law applies to all quotes, Agreements and these terms and conditions. The Vienna Sales Convention (CISG) is excluded. For more information about Dutch legislation, you can consult Book 6 of the Dutch Civil Code (in Dutch).

If we cannot resolve a dispute between us, we will submit it to the competent court in the district where LD ICT is based: [fill in the competent court]. This applies unless the law mandatorily designates a different court. You can find more about the Dutch judiciary at rechtspraak.nl.

18. Changes to these terms and conditions and contact

LD ICT may change these terms and conditions. Changes apply to new Agreements. For existing Agreements, they apply only [number] days after we have announced the change. The version that applied when the Agreement was concluded determines which version applies.

Do you have questions about these terms and conditions? Please contact us at contact@ldict.nl or via the contact page. You can also reach us by post at Zandweg 3, 6942JE Didam, the Netherlands.