Terms and Conditions
Article 1. Definitions
1.1Interactivated Solutions BV: Registered at the Chamber of Commerce under File Number 58348646.
1.2Client: The natural or legal person who has concluded an agreement with Interactivated Solutions BV.
1.3Terms and Conditions: Refers to the provisions set out below.
Article 2. Applicability and Implementation
2.1These Terms apply to all agreements and deliveries by Interactivated Solutions BV, unless explicitly agreed otherwise in writing.
2.2Deviating conditions are only binding if Interactivated Solutions BV confirms them in writing.
2.3Interactivated Solutions BV may engage third parties for performance of its contractual obligations.
Article 3. Interactivated Solutions BV Obligations
3.1Interactivated Solutions BV guarantees professional, diligent, and secure execution of all assignments.
3.2Appropriate data security measures will be taken to prevent unauthorized access to Client data.
3.3In case of service interruptions (e.g., maintenance or outages) of third-party integrated tools, Interactivated Solutions BV will communicate anticipated impact when possible.
Article 4. Client Obligations
4.1Client must promptly inform Interactivated Solutions BV of any changes to contact or billing details.
4.2Clients are responsible for damages caused by negligence or misuse of services.
4.3Clients must provide all required assets and collaboration for proper execution of assignments.
4.4Clients affirm that materials provided do not infringe third-party rights.
Article 5. Offers
5.1Offers are non-binding unless explicitly stated.
5.2Inaccurate or incomplete client-provided information may lead to price adjustments.
5.3Offers are valid for 30 days unless stated otherwise.
Article 6. Prices
6.1Prices exclude VAT and government-imposed charges.
6.2Interactivated Solutions BV is not liable for typographical errors in pricing.
Article 7. Delivery
7.1Delivery timelines begin upon receipt of confirmed order.
7.2Timelines are indicative unless explicitly agreed.
7.3Timeline overruns do not entitle compensation unless otherwise agreed.
Article 8. Assignment Changes
8.1Client-requested or necessary changes are treated as additional work and billed accordingly.
8.2If additional work becomes necessary, Interactivated Solutions BV may charge additional fees or allow partial cancellation for unexecuted parts.
Article 9. Intellectual Property Rights
9.1Interactivated Solutions BV retains copyright and IP rights to all deliverables, except where transfer is explicitly agreed.
9.2Clients receive unlimited usage rights for developed websites and software unless otherwise restricted.
9.3Open-source components may be used and are subject to their respective licenses.
9.4Software licensing includes rights to operate, duplicate, back up, and publish the software but not transfer or sublicense without permission.
Article 10. Software Development (Agile/Iterative)
10.1Software will be developed iteratively using agile methods unless otherwise agreed. This includes planning sprints, defining MVPs, and maintaining a backlog.
10.2Client collaboration and feedback are required throughout development.
10.3Sprint changes may result in adjusted scope or pricing.
10.4Code, documentation, and artifacts may be stored in project tools (e.g., Git, Notion) for client review.
10.5Source code will be provided to the Client for all components that have been fully paid for, in accordance with the agreed scope.
Article 11. Third-Party Services & AI Integration
11.1Interactivated Solutions BV may integrate third-party tools, APIs, or AI services into client projects.
11.2Availability, cost, or policy changes by those providers may affect client systems. Interactivated Solutions BV is not liable for these changes.
11.3Client consents to use of third-party services for functionality or performance enhancements as needed.
Article 12. Retention of Title
12.1Deliverables remain property of Interactivated Solutions BV until full payment is received.
12.2Breach of obligations may result in termination and recovery of provided materials.
Article 13. Payment Terms
13.1Payment is due within 14 days of invoice unless agreed otherwise. For agile projects, payment is due weekly with a 7-day term.
13.2Non-payment may result in suspension of services.
13.3All collection costs (legal, extrajudicial) are borne by the client.
13.4Payment obligations remain enforceable in the event of insolvency or bankruptcy.
13.5Unpaid agile projects are paused and resumed only upon pre-payment of hours.
Article 14. Liability
14.1Interactivated Solutions BV is not liable for loss of client data. Clients must ensure backups.
14.2Liability for malware or third-party software is excluded.
14.3No liability for consequential damages, lost profits, or business interruption.
14.4Maximum liability is limited to the fees paid for the affected service component.
14.5Interactivated Solutions BV is not responsible for third-party service failures.
Article 15. Force Majeure
15.1In cases of force majeure (e.g., war, cyberattacks, strikes), obligations may be suspended or terminated without liability.
Article 16. Termination
16.1Service contracts last for the duration of the project unless otherwise agreed.
16.2Either party may terminate upon breach with immediate effect.
16.3Early termination may involve a reasonable handover fee or transition support, to be agreed separately.
Article 17. Confidentiality
17.1Both parties must keep all sensitive business and technical information confidential.
17.2This applies to employees and contractors.
Article 18. Personnel & Non-Solicitation
18.1Client must provide access to support staff or subcontractors as needed.
18.2Client may not solicit or employ Interactivated Solutions BV personnel during or for two years after termination without consent. Violations incur a fine of €1,000 per day.
Article 19. Modifications
19.1Interactivated Solutions BV may revise these Terms with 14 days’ notice.
19.2Continued use of services implies acceptance.
19.3Changes may apply to existing agreements unless objected to in writing.
Article 20. Claims
20.1Client must report service/product issues within 30 days.
20.2Remedial action may include replacement or refund, at Interactivated’s discretion.
20.3Compensation is capped at the amount paid for the disputed product or service.
Article 21. Final Provisions
21.1Dutch law applies exclusively.
21.2Disputes will be resolved by the competent court in the Netherlands.
21.3Invalid provisions do not affect overall validity. Replacements shall reflect the original intent.
Appendix 1. Processor agreement
If Interactivated Solutions bv processes personal data for the benefit of the client in the performance of the agreement, the following conditions shall apply in addition to the General Terms and Conditions.
Article 1. General
1.1The terms defined in this Annex in the General Data Protection Regulation (hereinafter: "AVG") have the meaning assigned to them in the GDPR.
1.2When processing personal data, the client can be designated as the controller, or if the client processes the personal data for the benefit of a third party as a processor. Interactivated Solutions bv fulfills (depending on the capacity in which the client processes personal data) the role of processor or subprocessor.
Article 2. Purposes of the processing
2.1Interactivated Solutions bv undertakes to process personal data under the terms of the agreement on behalf of the client. The processing will only take place in the context of the execution of the agreement, plus those purposes that are reasonably related thereto or that are determined with further consent.
2.2Interactivated Solutions bv will not process the personal data for any other purpose than as established by the client. the client shall inform Interactivated Solutions bv of the processing objectives insofar as these have not already been mentioned in this Appendix. The addendum to this Appendix sets out which categories of data subjects and personal data are concerned.
2.3Interactivated Solutions bv has no control over the purpose and the means for the processing of personal data. Interactivated Solutions bv makes no decisions about the receipt and use of the personal data, the provision to third parties and the duration of the storage of personal data.
Article 3. Obligations Interactivated Solutions bv
3.1With regard to the processing operations referred to in Article 2, Interactivated Solutions bv will ensure compliance with the conditions that, on the basis of the GDPR, are set for the processing of personal data.
3.2Interactivated Solutions bv will process personal data and other data that will be delivered to Interactivated Solutions bv by or on behalf of the client.
3.3Interactivated Solutions bv shall inform the client, at the latters request and within a reasonable period of time, about the measures it has taken with regard to its obligations under this Annex.
3.4The obligations of Interactivated Solutions bv arising from this Appendix also apply to those who process personal data under the authority of Interactivated Solutions bv.
3.5Interactivated Solutions bv will inform the client if in his opinion an instruction from the client is in conflict with relevant privacy laws and regulations.
3.6Interactivated Solutions bv will provide the client with the necessary cooperation if a data protection impact assessment, or prior consultation of the supervisory authority, is necessary in the context of the processing.
Article 4. Transfer of personal data
4.1Interactivated Solutions bv may process the personal data in countries within and outside the European Union, with due observance of the relevant legislation and regulations.
4.2Interactivated Solutions bv shall inform the client, at his request, to which country or countries it concerns. Article 3. Obligations Interactivated Solutions bv.
Article 5. Distribution of responsibility
5.1Parties will ensure compliance with applicable privacy laws and regulations.
5.2Interactivated Solutions bv is solely responsible for the processing of personal data under this Annex, in accordance with the instructions of the client and under the explicit (final) responsibility of the client. For all other processing of personal data, including in any case included but not limited to the collection of the personal data by the client, processing for purposes not reported by the client to Interactivated Solutions bv, processing by third parties and / or for other purposes, Interactivated Solutions bv not responsible. The responsibility for these processing operations rests exclusively with the client.
5.3The Client guarantees that the content, the use and the instructions for the processing of personal data, as referred to in this Annex, are not unlawful and do not infringe any right of third parties.
Article 6. Engaging third parties or subcontractors
6.1The client hereby grants Interactivated Solutions bv permission to engage third parties (sub-processors) during the processing.
6.2At the request of the client, Interactivated Solutions bv will inform the client as soon as possible about the subprocesses it has engaged. client has the right to object to the use of a subprocessor. This objection must be submitted by e-mail, within two weeks and supported by arguments.
6.3Interactivated Solutions bv unconditionally ensures that these third parties take on the same obligations in writing as agreed between the client and Interactivated Solutions bv. Interactivated Solutions bv guarantees correct compliance with these obligations by these third parties.
Article 7. Security
7.1Interactivated Solutions bv will endeavor to take appropriate technical and organizational measures with regard to the processing of personal data, against loss or against any form of unlawful processing (such as unauthorized inspection, violation, alteration or provision of personal data).
7.2Interactivated Solutions bv does not guarantee that the security is effective under all circumstances. Interactivated Solutions bv will endeavor to ensure that security meets a level that is not unreasonable, given the state of the art, the sensitivity of the personal data and the costs involved in securing security.
7.3The Client will only make personal data available for processing to Interactivated Solutions bv, if the Client has ensured that the required security measures have been taken. the client is responsible for compliance with the measures agreed by the Parties.
Article 8. Reporting obligation
8.1In the case of a security breach and / or a data breach (which is understood to mean: a breach of security that inadvertently or unlawfully resulted in the destruction, loss, modification or unauthorized disclosure of or unauthorized access to the transmitted, stored or otherwise generated data), Interactivated Solutions bv will make every effort to inform the client about this as soon as possible as a result of which the client assesses whether it will inform the supervisory authorities and / or data subjects or not. Interactivated Solutions bv makes every effort to make the information provided complete, correct and accurate.
8.2If this is required by law and / or regulation, Interactivated Solutions bv will cooperate in informing the relevant authorities and any interested parties. client is responsible for reporting to the relevant authorities.
8.3The duty to report in any case includes reporting the fact that there has been a leak, as well as:
- a) What is the (alleged) cause of the leak
- b) What is the (as yet known and / or expected) consequence
- c) What is the (proposed) solution
- d) What the measures already taken are
- e) Contact details for the follow-up of the report
- f) Who is informed (such as the person concerned, the client, the supervisor)
Article 9. Handling requests from data subjects
9.1In the event that a data subject sends a request about his personal data to Interactivated Solutions bv, Interactivated Solutions bv will forward the request to the client and inform the data subject of this. the client will then continue to process the request independently. If it appears that the client needs help from Interactivated Solutions bv for the execution of a request from a person involved, Interactivated Solutions bv will cooperate and Interactivated Solutions bv can charge this immediately.
Article 10. Confidentiality and confidentiality
10.1All personal data that Interactivated Solutions bv receives from the client and / or collects itself within the framework of this Annex, is subject to a confidentiality obligation towards third parties. Interactivated Solutions bv will not use this information for any purpose other than the purpose for which it was obtained, unless it has been formulated in such a way that it can not be traced back to data subjects.
10.2This confidentiality obligation does not apply:
- a) Insofar as the client has given express permission to provide the information to third parties or
- b) If the provision of the information to third parties is logically necessary for the execution of the Main Agreement or this Appendix and
- c) If there is a legal obligation to provide the information to a third party
Article 11. Audit
11.1The Client has the right to have audits carried out by an independent ICT expert who is bound by confidentiality to check compliance with all the points in this Appendix.
11.2This audit only takes place after the client has requested, assessed and presented reasonable similar arguments to such auditors that are present at Interactivated Solutions bv that justify an audit initiated by the client. Such an audit is justified when the similar audit reports present at Interactivated Solutions bv give no or insufficient information about the compliance with this Appendix by Interactivated Solutions bv. The audit initiated by the client takes place two weeks after the client has given prior notice once a year.
11.3Interactivated Solutions bv will cooperate with the audit and all relevant information reasonably relevant to the audit, including supporting data such as system logs (subject to privacy-sensitive data from third parties), and employees as timely as possible and within a reasonable period of time, with a maximum period of two weeks being reasonable. unless an urgent interest opposes this, make it available.
11.4The findings as a result of the audit carried out will be assessed by the Parties in mutual consultation and, as a result thereof, be implemented by one of the Parties or jointly by both Parties.
11.5The reasonable costs for the audit are borne by the client, on the understanding that the costs for the ICT expert to be hired will always be borne by the client.
Article 12. Duration and cancellation
12.1The Appendix has been entered into for the duration as stipulated in the agreement between the Parties and in the absence thereof in any case for the duration of the cooperation.
12.2The Appendix can not be canceled prematurely.
12.3Parties may only amend this Appendix by mutual agreement.
12.4After termination of the Attachment, Interactivated Solutions bv will destroy the personal data received from the client without delay, unless the Parties agree otherwise.
