1. Definitions
In these terms, the following definitions apply:
- The Portal Guys: ITS-Vision, trading under the name The Portal Guys, located at Nieuwstad 70-2, 6811 BM Arnhem, registered with the Dutch Chamber of Commerce under number 09154530, VAT number NL001227326B14.
- Client: any legal entity or natural person acting in the course of a profession or business who enters into an agreement with The Portal Guys or negotiates about doing so.
- Agreement: any arrangement between The Portal Guys and the Client regarding the delivery of services, software, portals, integrations, management, support, advice or related work.
- Work: all results to be delivered or delivered by The Portal Guys, including software, source code, configurations, documentation, designs, integrations, analyses and advice.
2. Applicability
These terms apply to all offers, quotations, assignments, agreements and work of The Portal Guys, unless expressly agreed otherwise in writing.
The Client's terms and conditions are expressly rejected, even if they are referred to in an assignment, purchase order, portal or other document.
Deviations apply only to the specific agreement for which they have been accepted in writing. They do not create rights for future assignments.
3. Offers and agreement
All offers and quotations from The Portal Guys are non-binding, unless the quotation states a validity period. The Portal Guys may revoke an offer as long as the assignment has not yet been confirmed in writing.
An agreement is formed as soon as The Portal Guys confirms the assignment in writing, starts performance, or the Client otherwise agrees to the quotation or order confirmation.
A framework arrangement, schedule, forecast or previous cooperation does not entitle the Client to capacity, discount, exclusivity or future delivery, unless expressly agreed in writing.
Stated schedules, lead times and delivery dates are indicative. A deadline is only binding if this has been expressly agreed in writing.
4. Performance of work
The Portal Guys performs the work to the best of its insight and ability, on the basis of a best-efforts obligation, unless a concrete result has been explicitly guaranteed in writing.
The Portal Guys determines how the work is performed and may have work carried out by employees, freelancers, subcontractors or specialised third parties.
The Portal Guys may make technical choices that are reasonably necessary for a workable, secure and maintainable solution.
5. Client obligations
The Client provides in a timely manner all information, access, accounts, documentation, test data, contact persons and decisions that The Portal Guys needs.
The Client warrants the accuracy, completeness and lawfulness of the data, instructions and materials provided.
Delay caused by the Client or a third party not cooperating in time is for the Client's account and risk. The Portal Guys may charge the resulting additional hours, waiting time and rescheduling.
6. Additional work
All work outside the agreed scope is considered additional work. This includes in any case changed requirements, extra integrations, extra screens, changes to third-party systems, extra consultation, urgent work and fixing problems outside The Portal Guys' sphere of influence.
Additional work is performed at The Portal Guys' then-current rates, unless a fixed price has been agreed in writing.
The Portal Guys may refuse to perform additional work or make it conditional on advance payment.
7. Delivery and acceptance
A Work is deemed delivered as soon as The Portal Guys states that it is ready for use, testing or acceptance, or as soon as the Client uses it in whole or in part.
The Client tests the Work within 10 working days after delivery. Defects must be reported within that period in writing, specifically and reproducibly.
If the Client does not respond within 10 working days, or uses the Work operationally, the Work is deemed accepted.
Minor defects that do not materially prevent normal use do not prevent acceptance. The Portal Guys will remedy such defects within a reasonable period.
8. Fees and payment
All prices exclude VAT, levies, travel costs, accommodation costs, licences, hosting, external services and other third-party costs, unless stated otherwise in writing.
The Portal Guys may invoice in advance, periodically, per milestone, after delivery or after completion of a project, as The Portal Guys reasonably considers appropriate or as stated in the quotation.
The payment term is 14 days after the invoice date. Invoices must be paid within that period, without suspension, set-off or discount.
Payment must be made to IBAN NL74 INGB 0005 1411 43, unless a different payment account is stated in writing on the invoice.
Objections to an invoice must be reported in writing within 7 days after the invoice date. An objection does not suspend the payment obligation for the undisputed part.
In the event of late payment, the Client is in default without notice. The Client then owes statutory commercial interest and extrajudicial collection costs.
The Portal Guys may suspend work, support, access, delivery and licences as long as invoices remain outstanding.
9. Intellectual property and usage rights
All intellectual property rights in the Work remain with The Portal Guys or its licensors, unless expressly agreed otherwise in writing.
After full payment, the Client receives a non-exclusive, non-transferable and non-sublicensable right to use the delivered Work, solely for internal use within its own organisation and for the purpose for which the Work was delivered.
The Portal Guys may reuse its own frameworks, components, methods, generic code, templates, libraries, know-how and tooling for other clients.
Source code, technical documentation, deployment scripts and management environments are only provided if this has been agreed in writing.
The Client may not remove or modify The Portal Guys' markings, copyright notices or technical protections.
10. Third-party software and open source
Third-party terms apply to third-party software, APIs, hosting, licences and services. The Portal Guys is not responsible for changes, price increases, outages, restrictions or termination of those.
Open source software may be part of the Work. The Client accepts the applicable licence terms.
If a third party changes an API, data model, authentication method or platform, adapting the integration is additional work.
11. Management, support and SLA
Management, maintenance, hosting, monitoring and support are only provided if agreed in writing.
A service level, response time, availability guarantee or resolution time applies only if expressly recorded in writing.
The Portal Guys may temporarily perform maintenance or adjust systems if necessary for security, continuity or proper operation.
12. Data, security and backups
The Portal Guys takes appropriate technical and organisational measures that are reasonable in relation to the nature of the assignment.
The Client remains responsible for the content, accuracy, retention periods and lawfulness of the data processed through the Work.
Backups, recovery procedures, logging and retention periods are only part of the assignment if agreed in writing.
If The Portal Guys processes personal data on behalf of the Client, the parties will conclude a data processing agreement or the data processing agreement provided by The Portal Guys will apply.
13. Confidentiality
The parties keep confidential information confidential and use it only for the performance of the agreement.
The Portal Guys may use the Client's name and logo as a reference, unless the Client prohibits this in writing in advance.
14. Personnel and relationships
During the agreement and for 12 months afterwards, the Client may not approach, employ or have employees, freelancers or engaged third parties of The Portal Guys work directly or indirectly without The Portal Guys' prior written consent.
In the event of a breach, the Client owes an immediately payable penalty of EUR 25,000 per breach and EUR 1,000 per day that the breach continues, without prejudice to The Portal Guys' right to claim full damages.
15. Liability
The liability of The Portal Guys is limited to direct damage that is the direct and demonstrable result of an attributable breach by The Portal Guys.
All liability of The Portal Guys for indirect damage is excluded. Indirect damage includes in any case consequential damage, loss of revenue, loss of profit, missed savings, business interruption, reputational damage, loss or corruption of data, missed orders, third-party fines and damage resulting from claims by the Client's customers or suppliers.
The total liability of The Portal Guys is limited per event and per calendar year to the amount excluding VAT of the last paid invoice for the relevant assignment.
For project-based work, only the last paid invoice within the relevant project counts. Revenue from other assignments, framework arrangements, forecasts or future work does not count towards the liability limit.
If no invoice has been paid for the relevant assignment, total liability is limited to EUR 500.
A series of related events is considered one event.
The Client indemnifies The Portal Guys against third-party claims related to the use of the Work, the data, instructions or materials provided by the Client, or acts by the Client in breach of the agreement.
The limitations in this article do not apply insofar as liability may not be excluded under mandatory law or to damage resulting from intent or deliberate recklessness by the management of The Portal Guys.
16. Complaints and limitation period
Complaints about work or invoices must be reported in writing, with reasons, as soon as possible but no later than 14 days after discovery.
All claims of the Client lapse 12 months after the moment when the Client became aware, or could reasonably have become aware, of the damage or breach.
17. Suspension and termination
The Portal Guys may suspend its obligations if the Client does not pay, does not cooperate sufficiently, does not provide necessary information, or otherwise fails to perform.
The Portal Guys may terminate the agreement in whole or in part if the Client continues to fail after notice of default, applies for bankruptcy, applies for suspension of payments, is liquidated, ceases its activities or becomes subject to attachment.
An assignment, quotation, sub-assignment, sprint or project accepted by the Client cannot be cancelled unless The Portal Guys agrees in writing.
An agreement of indefinite duration may only be terminated by the Client in writing with a notice period of 6 months, unless agreed otherwise in writing.
In the event of cancellation, termination or interim termination by the Client, all work performed, reserved capacity, costs incurred, obligations entered into and reasonable cancellation costs are immediately due.
18. Exit and transfer
After termination, The Portal Guys will provide reasonable cooperation with a transfer, provided the Client has paid all outstanding amounts.
Exit work, transfer, additional documentation, data migration and support for a new supplier are performed at The Portal Guys' then-current rates.
19. Force majeure
The Portal Guys is not liable for delay or damage caused by force majeure. Force majeure includes, among other things, outages at hosting providers, cloud platforms, internet providers, APIs or suppliers, cyberattacks, DDoS, power failures, illness, staff shortages, fire, government measures, war, strikes and other circumstances outside the reasonable control of The Portal Guys.
If force majeure lasts longer than 60 days, the parties may terminate the agreement in writing for the part not yet performed, without any right to compensation.
20. Amendment of terms
The Portal Guys may amend these terms. For ongoing agreements, the amended version applies once The Portal Guys has provided or announced it to the Client, unless the Client objects in writing within 14 days.
21. Governing law and forum
All agreements with The Portal Guys are governed exclusively by Dutch law.
Disputes are submitted exclusively to the competent court in the district of Gelderland, Arnhem location, unless The Portal Guys chooses to submit the dispute to the court that has jurisdiction under the law.