Terms and conditions

1. Offer and acceptance

We issue our offers in writing. The offer states which services we deliver, what is included and what it costs. Only what is described there is binding: work that is not in it does not fall under it either.

Our services consist of four things: building websites, marketing and SEO, maintenance and management, and automation. We can also make our own software SyntraDesk available, and we can introduce you to a specialist partner for IT hardware. We only carry out other work if it is expressly included in the offer.

An offer is valid for 30 days unless stated otherwise. The assignment comes into being the moment we receive your written confirmation: by email or in an equivalent manner.

2. Delivery and acceptance

After delivery you have 14 days to assess what you received. If we hear nothing from you in that period, the work counts as accepted. For a phased project that period applies per phase.

If you reject the work, we revise it. How often we do so is at our discretion, within reason. If both parties consider further revision pointless, either of us may terminate that component of the assignment. You then pay for the hours actually worked, never more than the amount in the offer, and you acquire no right to use the rejected work.

Our liability for defects expires one year after delivery. That does not apply to defects you knew of, or could have known of, at acceptance: those are yours.

3. Performance of the service

We carry out the assignment carefully and professionally, in line with what the offer says. We need you for that: you supply the data, the system access and the account credentials we need, on time.

We may have parts carried out by third parties. Towards you we remain responsible for them. You have one point of contact, even when someone else is doing the work.

If the materials supplied are incomplete or incorrect, we may suspend the work until that is resolved. Third-party services such as hosting and software licences sit outside our own obligations, unless the offer expressly states otherwise.

4. Remote support

Support runs by phone, email and the channels we agree with you. We may propose using remote access software; you then make sure your network permits it.

If remote support turns out not to be enough, we look for an on-site solution together.

5. Hardware through our partner

Cosymize does not supply IT hardware itself. If you want to buy, rent or take equipment as a service, we introduce you to Circular IT Group, our specialist partner. You enter into that agreement directly with them.

Delivery, warranty, repair, replacement, take-back and certified data erasure therefore fall under that partner's terms, not under these. We are not a party to that agreement and not liable for its performance.

What we do: make the introduction, join the first conversation, and stay your point of contact for the digital side of your project.

6. Development of works

During development we may use third-party imagery, software and components. We inform you of the licence terms that come with them.

After delivery you are responsible for complying with those licences. If you want to do something the licence does not allow, discuss it with us first.

7. Intellectual property

The website is yours. Once the invoice for an engagement is paid, the rights to the work made for you transfer: the design, the copy we wrote, the source code of your site and its configuration. No separate deed is needed; this clause is the transfer.

Domain, hosting and accounts are in your name or come with you when you leave. We do not hold them as leverage: cancelling means handing over, not handing in.

Two things stay ours, and you need neither of them to use your site or have someone else rebuild it. First, our own reusable building blocks, tooling and methods, for which you get a perpetual, transferable right of use within your project. Second, SyntraDesk itself: that is our software and you take it as a service, not as property.

For third-party imagery, fonts and software the licences of those third parties apply; we tell you which ones. You may not remove copyright or trademark notices.

8. Pricing and payment

There is not one contract form, because there is not one service. A website is a one-off assignment: 50% at the start and 50% on delivery by default, spread over three or four instalments on larger projects. Automation runs as an engagement; what that engagement covers and how you pay for it is set out in the offer. Maintenance and hosting have a twelve-month term, invoiced monthly. Marketing runs monthly, cancellable monthly, invoiced in advance. SyntraDesk has a twelve-month term, invoiced monthly. What applies to you is in your offer.

All amounts mentioned exclude VAT. Advertising budget, third-party licences and domain registration are paid directly to the supplier; we add no margin to those.

Invoices are payable within 14 days of the invoice date, unless a longer term appears on the invoice itself. If you do not pay on time you are in default without notice, and statutory interest is due on the outstanding amount.

If you dispute part of an invoice, that suspends payment of that part only; the rest remains due. If the dispute turns out to be unfounded, you pay the outstanding amount within seven days.

In the event of non-payment, collection costs are yours: solicitor, bailiff and collection agency fees, plus € 50 in administrative charges.

On bankruptcy, a request for suspension of payments, attachment of assets, death, liquidation or dissolution, everything outstanding becomes immediately due.

9. Confidentiality

Information marked as confidential we treat as confidential, and you do the same with ours. That obligation extends to our employees and to the third parties we engage.

We do our best not to access your data, except where that is necessary to deliver the service or where the law obliges us to. Knowledge we gain during the work we may apply to other assignments; that is not a breach of confidentiality.

Confidentiality survives the end of the agreement, for as long as confidentiality can reasonably be said to apply.

10. Liability

We are liable only for failures attributable to us, and that liability is limited to compensation equal to the value of the service that was not delivered.

Indirect damage is excluded: lost profit, loss of data and timelines overrunning because circumstances changed. Total liability is in all cases limited to € 7,500, except in the case of gross negligence or intent.

Force majeure. Unforeseeable circumstances that prevent performance, including civil unrest, supplier failures, internet or power outages and strikes, suspend our obligations temporarily. If force majeure lasts longer than 30 calendar days, either of us may terminate the agreement without compensation being due. During force majeure no compensation is owed, even if we would benefit from it.

Offers, sketches and proposals we make before there is an engagement remain Cosymize's. You may use them to make a decision, not to have someone else execute them. Once the engagement is paid, article 7 applies and the work is yours.

11. Duration and termination

Marketing is cancellable monthly, effective at the end of the current month. Maintenance and hosting run on a twelve-month term and are cancelled towards the end of that term. There is no buy-out: an arrangement that no longer fits should change, not be sat out.

An assignment that runs as an engagement (a website or an automation project) can be stopped early. You then pay for the work done at that point and the third-party costs we have already incurred, never more than the amount in the offer.

SyntraDesk has a twelve-month term and continues monthly afterwards, cancellable monthly.

Your data stays yours and can be exported in open formats at any time, including during a cancellation. After the agreement ends we keep your data for another 30 days so you can still request an export; after that we delete it. Statutory retention periods, such as those for invoices, take precedence.

The agreement ends automatically on bankruptcy, suspension of payment, seizure, death, liquidation or dissolution of either party.

12. Changes to these terms

Changes to an assignment in progress are agreed together.

For ongoing agreements we may amend these terms unilaterally, at most once a year and with 60 days' notice. You may object; we weigh that objection and then decide whether to withdraw the change.

If we maintain the change, you may terminate the agreement effective on the date it takes effect. Changes that follow from the law we may implement immediately; there is no right of objection there.

The same rules apply to price changes. Cost increases from our suppliers are passed on, and on request we substantiate them with documentation.

13. Final provisions

Dutch law applies to our agreements. Disputes are brought before the competent Dutch court in the district where Cosymize is established.

If a provision is invalid, the rest of the agreement remains in force. We then replace that provision with a valid one that comes as close as possible to the original intent.

By 'in writing' we also mean email and fax, provided sender and content are established. We confirm receipt of each other's messages.

Where there is doubt about the content of communications, our own versions count as correct, unless you demonstrate otherwise.

Neither party may transfer rights and obligations under the agreement without the other's written consent. Cosymize may transfer them to a parent, subsidiary or sister company.