Legal
Terms and conditions
These terms apply to every quotation, proposal and agreement between Hybric B.V. and a client. In short: what we build for you becomes yours once it is paid for, lead times are estimates unless we agree otherwise in writing, and our liability is capped. The articles below say all of that precisely.
Who we are
These terms are entered into with Hybric B.V., a software company registered in the Netherlands. Where "we", "us" or "Hybric" appears below, that is who is meant.
1. These terms
These terms apply to every quotation, proposal, agreement and follow-on assignment between Hybric B.V. (Chamber of Commerce 42142463, "Hybric") and its client, and to everything done in performance of them.
The client’s own purchasing or general terms do not apply, whatever they themselves say, unless we have accepted them in writing.
If a provision turns out to be void or is annulled, the rest stays in force and we replace that provision with one that comes as close as possible to what it was meant to do.
2. Quotations and the agreement
Quotations and proposals are without obligation and, unless they say otherwise, valid for 30 days. Obvious errors in a quotation do not bind us.
An agreement comes about when the client accepts a proposal in writing, or when we begin the work at the client’s request.
3. How we carry out the work
We carry out the agreement to the best of our ability and with the care of a competent professional. Unless a specific result is described in writing as the thing being delivered, our obligation is one of effort, not of result.
We work in short cycles and make a working version available to look at at the agreed moments, so the client can steer while there is still time to steer.
We may have work carried out by third parties. We remain the client’s counterparty for all of it.
4. What we need from the client
The client gives us, in good time and without charge, everything we reasonably need to do the work:
The client is responsible for the accuracy and completeness of what it supplies. If work is delayed because something on this list is late, agreed dates shift accordingly and the hours lost are billable.
- The information, specifications and decisions the work depends on
- Access to the systems, environments and test data involved
- Access to the people who actually know how the process runs
- One contact person who can make decisions, or say who can
5. Lead times
Lead times we state are estimates made in good faith. They are not strict deadlines unless we have explicitly agreed in writing that a date is one.
Exceeding a lead time does not by itself entitle the client to compensation or to terminate the agreement. It entitles the client to written notice of default and a reasonable period for us to put it right.
6. Delivery and acceptance
Work is delivered when we make it available to the client for use or review.
The client has 14 days to test it and to report defects in writing. Defects reported in that period are repaired. If nothing is reported within it, or if the client puts the work into production use, the work counts as accepted.
Defects that do not reasonably stand in the way of use do not stand in the way of acceptance either. They are repaired under the warranty article.
7. Changes and additional work
Anything the client asks for that falls outside the agreed scope is additional work. Where it is practical we quote it in advance; otherwise it is billed at the agreed hourly rate.
We do not start additional work without the client agreeing to it. Equally, we are not obliged to take on additional work if it does not fit our capacity, and we will say so rather than let it slip.
8. Rates, invoicing and payment
Rates are exclusive of VAT and of expenses agreed in advance. Unless agreed otherwise, work is invoiced monthly in arrears and fixed-scope work in agreed instalments.
Invoices are payable within 30 days of the invoice date. After that the client is in default without further notice, and owes statutory commercial interest under article 6:119a of the Dutch Civil Code plus reasonable collection costs.
If an undisputed invoice is still unpaid after a written reminder, we may suspend work until it is paid. We will say so before we do it.
We may adjust our rates once a year, announced at least one month in advance. For an agreement of indefinite duration the client may terminate it, effective on the date the new rate takes effect, if it does not accept the increase.
9. Intellectual property
On full payment of what is owed for it, all intellectual property rights in the software, source code and documentation written specifically for the client transfer to the client. We sign whatever is needed to make that transfer effective.
This does not cover components, libraries, tools and know-how that existed before the assignment or that are generic to our practice. Those remain ours, and the client receives a perpetual, worldwide, non-exclusive and irrevocable licence to use them as part of the delivered work, including the right to have others maintain and modify it.
Third party and open source components keep their own licences. We tell the client which ones are used and under what terms, so nothing arrives with an obligation the client did not know about.
We may name the client and describe the work in general terms as a reference, without disclosing anything confidential. If the client would rather we did not, it says so and we do not.
10. Confidentiality
Each party keeps confidential everything it learns from the other that is marked confidential or that is obviously confidential from its nature, during the agreement and after it ends.
We sign a non-disclosure agreement on request.
This does not apply to information that is already public through no fault of the receiving party, or that has to be disclosed by law or by a court, in which case the other party is told in advance where that is allowed.
11. Personal data
Where we process personal data on the client’s behalf, the client is the controller and we are the processor, and we conclude a processing agreement before that processing starts.
The personal data we process as controller ourselves, such as what is entered in the contact form on this website, is described in the privacy policy.
12. Warranty and defects
For 30 days after acceptance we repair, free of charge, defects in the delivered work: places where it demonstrably does not do what was agreed. Repair is by correction or replacement, at our choice.
The warranty does not cover:
Outside the warranty period, and for anything on that list, repair is billed at the hourly rate.
- Changes made to the work by the client or by a third party
- Use other than as agreed, or on an environment other than the one agreed
- Faults in third party software, services or infrastructure
- Defects that follow from data, specifications or decisions supplied by the client
13. Maintenance and support
Maintenance and support are not included unless we have agreed them. Where we provide them, they are billed per hour.
The client is never required to take a support contract with us. The client owns the code and the written documentation, so it can take maintenance on itself or hand it to someone else, and we will hand over what is needed for that.
14. Hosting and third party services
Delivered work can run on the client’s own infrastructure or on a hosting provider. Where we select or manage a provider, we do so on the client’s behalf and in its name where possible.
Third party services, including hosting, model providers and APIs, have their own terms, their own availability and their own prices. We are not liable for their failure, their changes or their discontinuation, and where such a change forces work on our side, that work is billable.
15. Liability
Our liability is limited to direct damage, and to the amount invoiced to the client under the agreement in the twelve months before the event that caused the damage. Where our insurer pays out more than that in the case at hand, the liability is limited to what it pays out.
We are not liable for indirect damage. That includes in any event lost profit, lost savings, lost or corrupted data, business interruption, claims by third parties and damage to reputation.
These limits do not apply where the damage is caused by our intent or deliberate recklessness.
A claim lapses in any event twelve months after the client discovered or reasonably should have discovered the damage, unless it has been reported to us in writing before then.
16. Force majeure
Neither party is obliged to perform where it is prevented by force majeure. Force majeure includes in any event failures of internet, hosting, electricity or telecommunications, failures at third parties we depend on, cyber attacks, epidemics, government measures, and the illness or loss of personnel who cannot reasonably be replaced at short notice.
Obligations are suspended for as long as the force majeure lasts. If it lasts longer than 60 days, either party may terminate the agreement in writing for the part not yet performed, without either owing the other compensation. Work already done is billable.
17. Duration and termination
An agreement for a defined scope ends when the work is delivered and accepted. An agreement of indefinite duration, such as a retainer or support arrangement, can be terminated in writing by either party with one month’s notice.
Either party may terminate the agreement with immediate effect, in writing, if the other party remains in default after a written notice of default and a reasonable period to remedy it, or if the other party is granted a suspension of payments, is declared bankrupt, or ceases its business.
On termination, whatever we have done up to that point is billable, and amounts already invoiced remain due.
18. Handover
On termination, for whatever reason, we hand over the source code, the written documentation and the credentials belonging to the work that has been paid for, in a usable form and within a reasonable period. Time spent on handover is billable at the hourly rate.
We keep no hostage: a dispute about an invoice does not entitle us to withhold work the client has already paid for.
19. Applicable law and disputes
Dutch law applies to every agreement these terms cover. The applicability of the Vienna Sales Convention is excluded.
If a dispute arises, we first try to resolve it together. If that does not work, it is submitted to the competent court in Amsterdam.
20. Changes to these terms
We may amend these terms. The version that applies to an agreement is the one published on this website when the agreement was concluded, and the date above shows when that version was last changed.
For an agreement of indefinite duration, a change takes effect one month after we have announced it in writing. If the client does not accept the change, it may terminate the agreement in writing before that date.