Terms & Conditions

These general terms and conditions apply to all offers, work, quotations, invoices, agreements and services of Utomatic, an ICT sole proprietorship, aimed at business clients.

1. Definitions

1.1 Contractor: Utomatic.

1.2 Client: any natural or legal person acting in the exercise of a profession or business and purchasing services from Utomatic.

1.3 Services: all ICT services offered by Utomatic, including but not limited to system administration, cybersecurity, software development, web development, hardware installations, maintenance, hosting, support and consultancy.

1.4 Client expressly does not include a consumer within the meaning of Article 6:230g paragraph 1 sub a of the Dutch Civil Code.

2. Applicability

2.1 These general terms and conditions apply exclusively to business (B2B) agreements.

2.2 Deviations from these terms are only valid if confirmed in writing by Utomatic.

2.3 General terms and conditions of the client are expressly rejected.

2.4 If a client is nevertheless classified as a consumer by a court or competent authority, these terms remain in force insofar as they do not conflict with mandatory consumer law.

2.5 In that case, conflicting provisions are automatically limited to the legally permitted minimum, without affecting the validity of other provisions.

3. Quotations and prices

3.1 All quotations from Utomatic are non-binding and valid for 30 days, unless otherwise stated.

3.2 All rates are exclusive of VAT and other government levies.

3.3 Utomatic is entitled to adjust rates annually and will communicate price changes at least 14 days in advance.

3.4 Obvious errors or mistakes in quotations or price quotes are not binding on Utomatic.

4. Execution of work

4.1 Utomatic performs its services exclusively on the basis of a best-efforts obligation.

4.2 Unless expressly agreed in writing, no guarantees are given regarding results, availability, error-free functioning or security level of systems, software or networks.

4.3 Specified deadlines are target dates and not strict deadlines.

4.4 Client is responsible for timely provision of correct, complete and usable information, resources and access.

4.5 Additional work or delays caused by shortcomings on the part of the client will be invoiced additionally.

5. Access and security

5.1 Client provides all necessary access rights, accounts and system access in a timely manner.

5.2 Changing, sharing or insecurely storing access credentials during ongoing work without consultation is not permitted.

5.3 Utomatic is not liable for damage or security incidents caused by negligence, errors or unsafe actions of client or its users.

5.4 Utomatic is never liable for damage resulting from cyber incidents, including hacks, ransomware, data breaches or account abuse, unless there is intent or deliberate recklessness on the part of Utomatic.

5.5 Client acknowledges that complete security does not exist and remains ultimately responsible for policy, user discipline, password management and access control.

6. Software, licenses and intellectual property

6.1 All intellectual property rights to software, scripts, configurations, templates, documentation, methods and solutions developed or used by Utomatic remain the exclusive property of Utomatic, unless otherwise agreed in writing.

6.2 Utomatic is entitled to freely reuse knowledge, techniques and components with other clients, provided no confidential information is shared.

6.3 Client only obtains a non-exclusive, non-transferable license to use.

6.4 In case of non-payment, Utomatic is entitled to suspend or revoke access, licenses and systems with immediate effect.

7. Maintenance, malfunctions and support

7.1 Maintenance work may cause temporary limitations; Utomatic will reasonably limit this.

7.2 In case of urgent security threats or system risks, Utomatic is entitled to intervene immediately without prior permission.

7.3 Recovery work resulting from own changes, misconfigurations, improper use or negligence of client will be invoiced separately.

8. Hosting and backups

8.1 Hosting is provided on a best effort basis, unless an SLA has been agreed in writing.

8.2 Backups are only performed if explicitly agreed. Client remains responsible at all times for data security, data checks and testing recovery procedures.

8.3 Utomatic is not liable for data loss, system failure or damage, except in case of intent or gross negligence.

9. Payment

9.1 Invoices must be paid within 14 days of the invoice date.

9.2 After expiry of this term, client is in default by operation of law.

9.3 Utomatic charges statutory interest and €15 administration costs per reminder.

9.4 Utomatic is entitled to suspend or terminate services, access, accounts and systems without notice of default in case of payment arrears, without liability for resulting damage.

10. Liability

10.1 Any liability of Utomatic is limited to the amount paid out by its liability insurance, plus the deductible.

10.2 If no payment is made, liability is limited to the lower of the invoice amount of the relevant assignment or €5,000.

10.3 Liability for indirect damage is excluded, including consequential damage, loss of profit, missed savings, reputational damage, data loss and business stagnation.

10.4 Utomatic is not liable for damage caused by third parties, external suppliers, hosting parties, third-party software or actions of client.

10.5 No provision is intended to exclude liability to the extent not permitted under Dutch law, including intent or deliberate recklessness.

11. Confidentiality and privacy

11.1 Utomatic processes personal data in accordance with the General Data Protection Regulation (GDPR).

11.2 Both parties are obliged to strict confidentiality of confidential information, also after termination of the agreement.

12. Termination and suspension

12.1 Both parties may terminate the agreement in writing with a notice period of 30 days, unless otherwise agreed.

12.2 Utomatic is entitled to suspend or terminate the agreement immediately in case of non-payment, abuse, fraud or unreasonable system load.

12.3 After termination, all usage rights, accounts, licenses and access expire.

12.4 Utomatic is not obliged to transfer configurations, documentation or systems, unless agreed in writing and after full payment.

13. Force majeure

13.1 In case of force majeure, including malfunctions, network failures, cyber incidents, illness, natural disasters or government measures, Utomatic is entitled to suspend its obligations without liability for damages.

14. Evidence

14.1 Administration, log files, email correspondence and system registrations of Utomatic serve as compelling evidence, subject to proof to the contrary.

15. Applicable law and disputes

15.1 These general terms and conditions are exclusively governed by Dutch law.