Terms & Conditions
These terms and conditions apply to all quotations, agreements and services of Ezzio Automation.
Article 1 – Definitions
- Contractor: Ezzio Automation, established in the Netherlands, registered with the Dutch Chamber of Commerce (KVK) under number [KVK number], hereinafter: "Ezzio Automation".
- Client: the natural person acting in the course of a profession or business, or the legal entity, that enters into an agreement with Ezzio Automation or receives a quotation to that end.
- Services: all work to be provided by Ezzio Automation, including advice, the setup of workflow automations, software and system integrations, document and invoice automation, AI applications, reporting solutions and custom integrations, as well as support and maintenance thereof.
- Agreement: any arrangement between Ezzio Automation and the Client concerning the provision of Services.
Article 2 – Applicability
- These general terms and conditions apply to all quotations, offers and Agreements of Ezzio Automation, unless otherwise agreed in writing.
- The applicability of any purchasing or other terms and conditions of the Client is expressly rejected.
- If any provision of these terms and conditions proves void or is annulled, the remaining provisions remain in full force. The parties will then consult on a replacement provision that approximates the purport of the original as closely as possible.
Article 3 – Quotations and formation of the agreement
- All quotations from Ezzio Automation are without obligation and valid for thirty days from their date, unless stated otherwise in the quotation.
- Quotations are based on the information provided by the Client. The Client warrants that this information is accurate and complete.
- The Agreement is formed at the moment the Client accepts the quotation in writing (including by e-mail), or as soon as Ezzio Automation has started performance with the Client's consent.
- Prices quoted are exclusive of VAT, unless stated otherwise.
Article 4 – Performance of the services
- Ezzio Automation performs the Services to the best of its insight and ability, in accordance with the standards of good professional practice. Ezzio Automation is subject to a best-efforts obligation, not an obligation of result, unless a specific result has expressly been agreed in writing.
- Agreed deadlines are indicative and do not constitute strict deadlines, unless otherwise agreed in writing.
- The Client ensures that all data, access and cooperation reasonably required for performance are made available in good time. Delays arising because this does not happen are not for the account of Ezzio Automation.
- Ezzio Automation may engage third parties for performance, for example hosting providers or software vendors. The operation and availability of third-party software and services (such as SaaS platforms and software vendors' APIs) fall outside the responsibility of Ezzio Automation.
- Additional work, including changes to or extensions of the agreed assignment, is discussed in advance and only carried out after the Client's approval.
Article 5 – Payment
- Invoices must be paid within fourteen days of the invoice date, unless a different term has been agreed in writing.
- In the event of late payment, the Client is in default by operation of law and Ezzio Automation is entitled to charge the statutory commercial interest and reasonable (extrajudicial) collection costs.
- Ezzio Automation may suspend the performance of the Services for as long as due and payable invoices remain unpaid, after having notified the Client thereof.
- Objections to an invoice must be made known in writing within fourteen days of the invoice date and do not suspend the payment obligation.
Article 6 – Liability
- The liability of Ezzio Automation is in all cases limited to direct damage and to a maximum of the amount the Client has paid for the assignment concerned in the six months preceding the event causing the damage.
- Ezzio Automation is not liable for indirect damage, including lost profit, missed savings, loss of data and damage due to business interruption.
- Ezzio Automation is not liable for damage resulting from failures, changes or limitations in third-party software or services, or from inaccurate or incomplete information provided by the Client.
- The Client remains responsible for proper backups of its own data and systems, unless otherwise agreed in writing.
- The limitations in this article do not apply insofar as damage is the result of intent or deliberate recklessness on the part of Ezzio Automation.
- Any claim for damages lapses twelve months after the Client has become aware of the damage.
Article 7 – Duration and termination
- An Agreement for a one-off project ends by operation of law upon completion and delivery of the agreed work.
- An Agreement for ongoing services (such as support, monitoring or maintenance) is entered into for the agreed period and, unless otherwise agreed, may thereafter be terminated in writing by either party subject to a notice period of one month.
- Either party may terminate the Agreement in writing with immediate effect if the other party applies for a suspension of payments, is declared bankrupt or ceases its business.
- In the event of early termination, the Client remains liable to pay the fee for the work performed up to that moment.
Article 8 – Confidentiality and data protection
- The parties treat all confidential information they receive from each other in the context of the Agreement as strictly confidential.
- Insofar as Ezzio Automation processes personal data on behalf of the Client during performance, the parties do so in accordance with the General Data Protection Regulation (GDPR) and, where necessary, record additional arrangements in a data processing agreement.
Article 9 – Intellectual property
- Unless otherwise agreed in writing, the Client obtains a non-exclusive, non-transferable right to use the configurations, integrations and documentation delivered by Ezzio Automation within its own business.
- Rights to software or platforms supplied by third parties remain vested in the respective vendors and are subject to their licence terms.
Article 10 – Applicable law and disputes
- All quotations and Agreements of Ezzio Automation are governed exclusively by Dutch law.
- Disputes are preferably resolved first by mutual consultation. If that does not succeed, disputes are submitted to the competent Dutch court.