Terms and conditions

Nixlo: the sole proprietorship Nixlo, which provides websites, webshops, data solutions (such as dashboards and data warehouses) and related services.

Client: the natural person or legal entity that gives, or wishes to give, Nixlo an assignment.

Consumer: a client who is a natural person and is not acting in the course of a profession or business.

Agreement: any arrangement between Nixlo and the client for designing, building, maintaining or hosting a website, webshop, dashboard, data warehouse or other service.

Work: everything Nixlo creates for the client under the agreement, such as designs, source code, data models, dashboards, texts and settings.

In writing: by letter or by email.

These terms apply to all quotes, assignments and agreements of Nixlo.

Deviations from these terms only apply if Nixlo and the client have agreed on them in writing.

The client's own general terms and conditions do not apply, unless Nixlo has expressly accepted them in writing.

If a provision of these terms is void or annulled, the other provisions remain in force. The parties will then agree on a replacement provision that comes as close as possible to the original intent.

If the client is a consumer, they always keep the rights the law gives to consumers. Provisions in these terms that conflict with those rights do not apply to a consumer.

This English version is a translation of the Dutch general terms and conditions (algemene voorwaarden). If the two versions differ, the Dutch version prevails.

Quotes from Nixlo are without obligation and valid for 30 days, unless the quote states otherwise.

The agreement is formed as soon as the client accepts the quote in writing, or as soon as Nixlo starts the work with the client's consent.

A quote is based on the information provided by the client. If that information turns out to be incorrect or incomplete, Nixlo may adjust the quote.

Obvious mistakes or errors in a quote do not bind Nixlo.

Nixlo does not build websites or webshops, and does not carry out any other assignment, that relates wholly or partly to:

1. a.drugs and other narcotic or mind-altering substances, even if they are legally for sale, such as smart shop and head shop products;
2. b.alcohol and alcoholic beverages;
3. c.gambling, games of chance and betting, including online casinos and lotteries;
4. d.pornography and other erotic or sexually oriented material;
5. e.sexual services, erotic articles, sex toys and other sex-related products or services;
6. f.other products, services or content that, in Nixlo's judgement, do not fit its standards and values.

Nor does Nixlo accept assignments that are contrary to the law, public order or public decency, or that incite hatred, discrimination or violence.

The client states honestly and completely in advance what the website or webshop is intended for. Nixlo may refuse a request without giving reasons.

The client guarantees that the work will not, now or in the future, be used for anything listed in paragraph 1 or paragraph 2.

If, during or after the assignment, it turns out that the work is or will (also) be used for anything listed in paragraph 1 or paragraph 2, Nixlo may terminate the agreement immediately and without notice of default, stop its work and discontinue ongoing services such as maintenance or hosting. The client then pays for the work already carried out. Nixlo is not liable for any damage the client suffers as a result.

Nixlo carries out the assignment to the best of its knowledge and ability and in accordance with the standards of good workmanship. Nixlo has an obligation of effort, not an obligation of result, unless expressly agreed otherwise.

Nixlo may have work carried out by third parties.

Nixlo may use software, services and components of third parties, such as hosting, payment providers and open-source software. The terms of those third parties also apply to those components.

The client provides all information, texts, images, login details and other material that Nixlo needs on time and in the agreed form.

The client guarantees that they hold the rights to the material they supply, that this material does not infringe the rights of others and that it is not contrary to the law.

If the client does not deliver, or does not deliver on time, Nixlo may suspend the work and charge the extra costs. Agreed delivery dates then shift accordingly.

The client is responsible for the content of their website or webshop, such as texts, prices and product information, and for legally required information such as a privacy statement, cookie notice and their own terms and conditions.

Deadlines stated by Nixlo are a best estimate and not strict deadlines, unless expressly agreed otherwise in writing.

If a deadline is likely to be exceeded, Nixlo will report this as soon as possible and the parties will agree on a new deadline together.

Exceeding a deadline does not entitle the client to compensation or termination, unless Nixlo still fails to deliver after a written notice of default with a reasonable period.

Requests outside the quote are additional work. Nixlo indicates in advance when something is additional work and what it costs, and only starts after the client has agreed.

The number of revision rounds is stated in the quote. Extra revision rounds are additional work.

Additional work may affect the planning.

All prices are in euros. For business clients prices exclude VAT, for consumers they include VAT, unless stated otherwise.

Nixlo may ask for a down payment before starting the work. The amount is stated in the quote.

If the client chooses to pay monthly (subscription), they pay a fixed monthly amount for the agreed minimum term. What is included, such as hosting and maintenance, is stated in the quote. The monthly amount is invoiced in advance each month.

Invoices must be paid within 14 days of the invoice date, unless the invoice states a different term.

If the client does not pay on time, Nixlo sends a payment reminder with a term of 14 days. If the client still does not pay, they are in default and Nixlo may charge the statutory (commercial) interest and extrajudicial collection costs in accordance with the statutory rules.

If the client is in default, Nixlo may suspend its work and ongoing services, such as hosting and maintenance, until everything has been paid.

Recurring services, such as maintenance and hosting, are invoiced in advance per agreed period. Nixlo may adjust their prices once a year. It will announce this at least 30 days in advance. If the client does not agree, they may cancel the service as of the date the new price takes effect.

Nixlo delivers by putting the work online or by letting the client review it in a test environment.

The client tests the work within 14 days of delivery and reports any defects in writing, clearly described.

The work is considered accepted:

1. a.as soon as the client has approved it in writing;
2. b.as soon as the client puts the work into use, for example by putting it live or having it put live; or
3. c.if the client has not reported any defects within 14 days of delivery.

Minor defects that do not materially hinder use are no reason to refuse acceptance. Nixlo will still repair those defects.

For up to 30 days after acceptance, Nixlo repairs errors in the work it made itself free of charge.

This warranty lapses if the client or a third party makes changes to the work without Nixlo's consent. The warranty does not cover errors caused by third-party software or services, by browser or system updates after delivery, or by incorrect use.

Nixlo does not guarantee that the work will always function without errors or interruptions, nor that the website will reach a particular position in search engines or generate a particular revenue.

As soon as the client has paid everything owed for the assignment, the copyright in the work made specifically for them, such as the design and custom code, transfers to the client. Nixlo will cooperate with a deed of assignment if one is required for this.

The rights to software, components and tools of third parties, including open-source software, and to Nixlo's general knowledge, methods, code libraries and tools that it also uses for others, do not transfer. For those, the client receives a non-exclusive and perpetual right of use, insofar as needed to use the work.

With monthly payment, the rights in paragraph 1 transfer once the minimum term has ended and all instalments have been paid, or earlier if the client pays the remaining instalments in one go.

As long as not everything has been paid, the client only has a revocable right to use the work.

Nixlo may show the work in its portfolio and promotion, such as on its website and social media, unless agreed otherwise in writing.

Domain names are registered in the client's name. The costs of registration and renewal are borne by the client.

If Nixlo provides hosting, either itself or through a third party, Nixlo is not liable for outages, interruptions or loss of data at the hosting provider or other third parties. Nixlo will, however, make every effort to have problems resolved as quickly as possible.

The client is responsible for backups of their own data, unless backups are expressly part of the agreed service.

When the hosting or maintenance service ends, Nixlo helps to move the website and domain name. Nixlo may charge the time this takes at its current rate.

Nixlo only provides maintenance and support if this has been agreed. What is included and how quickly Nixlo responds is stated in the quote or maintenance agreement.

A maintenance agreement applies for the agreed period and is then tacitly renewed. After the first period, the client may cancel at any time with one month's notice.

A subscription with monthly payment runs for at least the agreed term, 24 months by default, and cannot be cancelled during that period. The client can, however, buy out the remaining instalments in one go. After the minimum term, the subscription can be cancelled monthly with one month's notice.

If the client is a consumer, the minimum term of a subscription is at most 12 months.

Nixlo is only liable for direct damage resulting from a shortcoming attributable to it.

Nixlo's liability is limited to the invoice amount, excluding VAT, of the assignment to which the damage relates. For ongoing services, it is limited to the amount the client paid for that service in the three months before the damage occurred.

Nixlo is not liable for indirect damage, such as consequential damage, lost profit, missed savings, loss of revenue, damage due to business interruption and loss or corruption of data.

Nixlo is not liable for damage caused by incorrect or incomplete information or material supplied by the client, or by outages and errors in third-party services, such as hosting, payment providers and plug-ins.

The limitations in this article do not apply if the damage results from intent or deliberate recklessness on the part of Nixlo.

The client reports damage to Nixlo in writing as soon as possible, but no later than 30 days after discovering it. A claim for compensation lapses one year after the client discovered the damage.

The client indemnifies Nixlo against claims by third parties relating to the material supplied by the client, to the content and use of their website or webshop, or to acting in breach of article 4.

Nixlo does not have to fulfil its obligations in the event of force majeure. Force majeure is any circumstance beyond Nixlo's reasonable control, such as illness, outages at internet, hosting or other service providers, power failures, cyberattacks and government measures.

During force majeure, Nixlo's obligations are suspended. If the force majeure lasts longer than 60 days, either party may terminate the agreement in writing, without owing the other any compensation. Work already carried out is paid for proportionally.

The client may cancel an ongoing assignment early in writing. They then pay for the work already carried out and the costs Nixlo has already incurred.

Nixlo may terminate the agreement immediately if the client is declared bankrupt, applies for a suspension of payments, ends their business, or in the situation described in article 4 paragraph 5.

Upon termination, what has already been delivered and the related payment obligations are not reversed.

Nixlo and the client keep confidential information they receive from each other secret.

Nixlo only processes the client's personal data to perform the agreement and for its administration, in accordance with the General Data Protection Regulation (GDPR). How it does so is described in the privacy policy at nixlo.nl/en/privacy.

If Nixlo processes personal data on behalf of the client during the assignment, for example customer data of a webshop, the parties will conclude a data processing agreement for this. The client remains the controller and is responsible for GDPR compliance on their own website or webshop.

The client reports complaints about the performance as soon as possible, but no later than 14 days after discovering the problem, in writing and clearly described, via hallo@nixlo.nl.

Nixlo responds to a complaint substantively within 14 days.

A complaint does not suspend the payment obligation for the part of the invoice to which the complaint does not relate.

Dutch law applies to all agreements with Nixlo.

The parties will first try to resolve a dispute together.

If that does not succeed, the dispute will be submitted to the competent court in the district where Nixlo is established. A consumer may, within one month after Nixlo has invoked this provision in writing, choose the court that is competent by law.

Nixlo may change these terms. Changes do not apply to agreements already concluded, except for ongoing services such as maintenance and hosting. In that case Nixlo announces the change at least 30 days in advance, and the client may cancel the service if they do not agree.

The current version is always available at nixlo.nl/en/terms (English) and nixlo.nl/algemene-voorwaarden (Dutch).