Terms & Conditions

Regelix: the trade name registered in the Dutch Trade Register of a sole proprietorship, registered under KVK number 61803499.

Client: any natural or legal person acting in the course of a profession or business who enters into, or requests, an agreement with Regelix.

Agreement: any agreement between Regelix and the client, including quotes, order confirmations, project agreements, subscriptions, maintenance arrangements and additional assignments.

Services: all work offered or performed by Regelix, including web design, web development, hosting, domain management, email services, maintenance, support, integrations, client portals, administrative systems and software-as-a-service.

Results: websites, designs, configurations, software, documentation, files and other work products delivered under an agreement.

In writing: communication by letter, email, electronic signature, or another digital means by which the content can be durably stored.

Regelix

KVK number: 61803499

Email: info@regelix.nl

These terms apply to all offers, quotes, work, subscriptions and agreements of Regelix.

Deviations are only valid when agreed in writing.

The client's own general terms are expressly rejected, unless Regelix agrees otherwise in writing.

In case of conflict, the following order of precedence applies: the signed agreement or order confirmation, the quote, any data processing agreement, any service level agreement, and thereafter these terms and conditions.

If a provision is void or voidable, the remaining provisions remain in force. The parties will replace the relevant provision with a valid one that most closely matches the original purpose.

Quotes are non-binding and valid for 30 days, unless another period is stated in the quote.

A quote is based on the information the client has provided to Regelix.

Obvious mistakes, calculation errors and evident typos do not bind Regelix.

An agreement is formed as soon as the client accepts the quote in writing or digitally, Regelix confirms the assignment in writing, or Regelix begins execution at the client's request.

Regelix is not obliged to start work before an agreed deposit has been received.

Regelix performs the agreement carefully, professionally and to the best of its knowledge and ability.

Unless a concrete result is explicitly guaranteed in writing, a best-efforts obligation applies, not an obligation of result.

Regelix determines the manner of execution and may engage third parties or subcontractors.

Regelix may carry out work in phases and invoice per phase where this follows from the nature of the assignment or the arrangements made.

Regelix may make technical choices that, in its professional judgment, are necessary for a secure, workable and maintainable solution.

The client provides, in good time, all information, texts, images, files, access credentials, approvals and feedback needed for execution.

The client warrants the accuracy, completeness, safety and lawfulness of the data and materials supplied.

The client provides timely access to domains, hosting environments, accounts, software and other relevant systems.

The client designates one authorized point of contact upon request.

Delay caused by late or incomplete delivery is not Regelix's responsibility. Regelix may adjust the schedule, suspend work, and charge reasonable additional costs.

The client remains responsible for the content, products, services, administration and legal information offered via the delivered website or software.

Stated execution and delivery periods are indicative, unless a strict deadline is explicitly agreed in writing.

A period only begins once the agreement has been formed, any deposit has been received, and Regelix has received all necessary information.

Changes or additional wishes may lead to adjustment of the schedule.

In the event of exceeding a non-strict deadline, the client must first give Regelix written notice of default and a reasonable period to still perform.

Regelix reports when a result is ready for review or delivery.

The client reviews the result within 10 working days and reports specific defects in writing within that period.

The result is deemed accepted when the client approves it, publishes it, puts it into use, or fails to respond with reasons within 10 working days.

Minor deviations that do not materially limit normal use are not grounds to refuse acceptance or payment.

Regelix is given a reasonable opportunity to remedy validly reported defects.

A defect that could not reasonably have been discovered during the acceptance period must be reported in writing as soon as possible after discovery.

New wishes and changes after acceptance are considered additional work.

Work not expressly included in the quote or agreement is considered additional work.

Additional work may arise from, among other things, changed wishes, extra pages or features, extra rounds of revisions, incorrect information, changes in external systems, or restoring changes made by the client or third parties.

Regelix informs the client in advance, where possible, of the consequences for price and planning.

Where immediate action is needed to limit damage, a security risk, or downtime, Regelix may carry out necessary additional work without prior consent.

Additional work is charged at the agreed rate or, failing that, Regelix's current hourly rate.

All prices exclude VAT and other levies, unless stated otherwise in writing.

Costs of external suppliers are only included when explicitly stated in the quote.

External costs may relate to domains, hosting, email, software licenses, plug-ins, API usage, payment providers, storage, data traffic, SMS, WhatsApp or email traffic, and external media.

Price changes from external suppliers may be passed on.

Regelix may adjust rates for ongoing services annually. A material change is generally communicated at least 30 days in advance.

Where a rate change within an ongoing agreement materially disadvantages the client and does not directly result from legislation or an external supplier, the client may terminate the relevant ongoing service before the effective date.

Invoicing follows the quote or agreement. Regelix may require a deposit and installment invoices.

Invoices must be paid within 14 days of the invoice date, unless another term is agreed in writing.

Objections to an invoice must be reported in writing, with reasons, within 14 days. An objection does not suspend the payment obligation unless Regelix confirms otherwise in writing.

In case of late payment, the client is in default without further notice and owes the statutory commercial interest rate.

Reasonable judicial and extrajudicial collection costs are for the client's account.

Regelix may suspend work, hosting, maintenance, support and portal access as long as due amounts remain unpaid.

During suspension, agreed fixed costs and external obligations already incurred remain payable.

Domain name registration depends on availability and the registrar's terms.

A domain name is registered in the client's name where possible. Where temporarily registered via Regelix, Regelix will cooperate with a reasonable transfer after full payment.

The client is responsible for correct registration details and timely renewal of services registered directly in its name.

Hosting, DNS and email services may be provided by external suppliers. Their technical limitations and terms may also apply.

Regelix does not guarantee error-free or uninterrupted availability, unless a specific availability level is agreed in a service level agreement.

Regelix does not guarantee that emails are always delivered or avoid spam filters.

Regelix is not liable for outages, termination or changes at external suppliers, unless the damage is a direct result of a failure attributable to Regelix.

Maintenance, updates, monitoring and support are only included when agreed in writing.

Without a maintenance agreement, after acceptance Regelix is not obliged to carry out updates, support new browser or software versions, accommodate external API changes, or fix issues caused by third-party changes.

Response times are not guaranteed resolution times, unless agreed otherwise in writing.

Work caused by changes made by the client or third parties may be billed as additional work.

For software, portals and SaaS, the client receives a non-exclusive, non-transferable right of use for the agreed purpose during the agreement.

Without written consent, the client may not sell, rent out or pass on access, circumvent security measures, or copy or reverse-engineer the software, except to the extent mandatory law permits.

The client is responsible for user accounts, authorizations, secure passwords, the activities of its users, and timely deactivation of accounts.

The client may not use the service for unlawful, harmful, misleading or security-threatening activities.

Regelix may adjust functionality for maintenance, improvement, security, scalability, or compliance with legislation.

Regelix may carry out planned maintenance and announces this in advance where reasonably possible.

All intellectual property rights in software, source code, frameworks, modules, templates, methods, designs, documentation, technical solutions and know-how used or developed by Regelix remain with Regelix or the relevant right holder.

Upon full payment, the client receives the agreed right of use to the final result for the agreed purpose.

Transfer of copyright, exclusive rights or source code only takes place when explicitly agreed in writing.

Pre-existing components, generic modules, templates, libraries, open-source software and reusable code are not transferred. Separate license terms may apply to third-party components.

The client may not remove indications of copyright, trademark, license or ownership.

Regelix may display a publicly published result in its own portfolio and business communications, unless the client objects in writing in advance or confidentiality has been agreed.

The client retains the rights to its own texts, logos, photos, videos, data and other materials.

The client grants Regelix permission to use these materials to perform the agreement.

The client warrants that it is authorized to provide the materials and that their use does not infringe copyrights, portrait rights, trademark rights, privacy rights or other third-party rights.

Regelix may refuse or remove material that is presumably unlawful, misleading, harmful, or in breach of third-party rights.

The parties comply with applicable privacy legislation, including the GDPR.

Where Regelix processes personal data for its own purposes, it acts as data controller.

Where Regelix processes personal data solely on behalf of the client, it acts as processor, and the parties enter into a data processing agreement where necessary.

The client remains responsible for a valid legal basis, correct information to data subjects, the content of its own privacy policy, handling privacy requests, and the lawfulness of data entered into the service.

Regelix may engage sub-processors in accordance with the data processing agreement.

Regelix takes appropriate technical and organizational measures suited to the nature of the services and known risks.

Complete security and uninterrupted availability cannot be guaranteed.

Backups are only performed when part of the agreement or hosting service.

Unless agreed otherwise, backups are an additional precaution and not a guaranteed archive. The client keeps its own copies of essential content, files, exports and data.

The client reports security incidents and suspected misuse to Regelix immediately.

The parties treat information as confidential when this has been communicated or follows from the nature of the information.

The obligation does not apply to information that is lawfully public, lawfully obtained from a third party, independently developed, or must be disclosed by law.

The confidentiality obligation survives termination of the agreement.

Regelix may wholly or partly suspend or block services in case of non-payment, unlawful or harmful use, a security risk, a material breach of the agreement, a binding request from a competent authority, or where continuation cannot reasonably be required.

Regelix informs the client in advance where reasonably possible. In case of an acute risk, Regelix may act immediately.

Costs for investigation, repair or reactivation may be charged where the cause is attributable to the client.

A project agreement ends upon completion of the agreed work, unless ongoing services have been agreed.

The term and notice period of hosting, maintenance, portal and subscription services are set out in the quote or agreement.

Where no term has been agreed, the agreement applies for an indefinite period and may be terminated in writing with one month's notice.

If the client terminates a project prematurely, work already performed, external obligations, and a reasonable fee for reserved capacity and demonstrable damage are owed.

Either party may dissolve the agreement where the other party, after written notice of default and a reasonable period to remedy, materially fails to perform. Notice of default is not required where performance is permanently impossible.

Regelix may terminate the agreement immediately in case of bankruptcy, suspension of payments, cessation of business, structural non-payment, or serious unlawful use.

Outstanding amounts become immediately due upon termination.

The right of use to subscription software and portals ends when the agreement ends.

The client may, within 30 days of termination, request an available standard export of its own data.

Regelix may charge reasonable costs for migration, custom export, transfer or additional support.

After the export period expires, Regelix may delete data, unless a statutory retention obligation or other agreement applies.

Transfer of domains, accounts or environments takes place after due invoices have been paid, to the extent legally permitted.

Regelix does not have to transfer its own source code, generic modules, internal documentation or development environments, unless agreed in writing.

Regelix is not liable for a failure resulting from force majeure.

Force majeure includes outages at hosting, cloud, telecom or energy suppliers, internet outages, unforeseeable cyberattacks despite appropriate measures, government measures, war, terrorism, riots, natural disasters, fire, flooding, epidemics, strikes, serious illness or unavailability of essential personnel, and failures of suppliers beyond Regelix's reasonable control.

During force majeure, obligations are suspended.

If force majeure lasts longer than 60 days, either party may terminate the agreement in writing without compensation. Work already performed and costs already incurred remain payable.

Regelix is only liable for direct damage that is the direct result of an attributable failure.

The client first gives Regelix a reasonable opportunity to remedy the failure or limit the damage.

Total liability per event is limited to the amount excluding VAT paid for the relevant assignment. For an ongoing agreement, liability is limited to the amount paid for the relevant service in the twelve months preceding the event causing the damage.

Related events count as a single event.

Regelix is not liable for indirect damage, including consequential damage, loss of profit, missed savings, loss of clients or reputation, business stagnation, and loss or damage to data.

Regelix is not liable for damage caused by incorrect information, unheeded security advice, missing own backups, changes by the client or third parties, unlawful use, or outages of external services beyond Regelix's control.

These limitations do not apply in case of intent or deliberate recklessness by Regelix, or to the extent limitation is legally prohibited.

A claim for damages must be reported in writing, with reasons, within twelve months of discovery, unless mandatory law prescribes a longer period.

The client indemnifies Regelix against third-party claims arising from supplied materials, infringement of third-party rights, unlawful use of the services, unlawful processing of personal data, or products, services and commitments the client offers via the delivered website or software. This indemnity does not apply to the extent the claim directly results from a failure attributable to Regelix.

Complaints must be reported in writing as soon as possible after discovery via info@regelix.nl, with a clear description and relevant examples.

A complaint does not suspend the payment obligation.

Regelix is given a reasonable opportunity to investigate and resolve a validly reported issue.

The parties first try to resolve a dispute through mutual consultation.

Regelix may amend these terms due to changed services, new functionality, laws and regulations, security, supplier terms, or reasonable business interests.

For an ongoing agreement, a material change is generally communicated at least 30 days in advance.

Where the change materially disadvantages the client, it may terminate the relevant ongoing service before the effective date.

A change directly required by legislation, security, or an external supplier may take effect immediately where delay is not reasonably possible.

The client may not transfer rights or obligations under the agreement without Regelix's written consent.

Regelix may transfer the agreement in connection with a business transfer, sale of activities, or change of legal form, provided continuity is safeguarded as much as possible.

Dutch law exclusively applies to all offers, agreements and work.

The parties first try to resolve disputes through mutual consultation.

Failing that, the dispute is submitted to the competent court of the District Court of Gelderland, unless mandatory law designates another court.

The Vienna Sales Convention (CISG) does not apply.

These terms and conditions may be published in Dutch, English and Turkish. In case of differences in interpretation, the Dutch version prevails, to the extent legally permitted.