Terms and conditions

These terms and conditions apply to all quotes, assignments and agreements between Hoofs Studio ("Hoofs") and the client. Deviations only apply when agreed in writing. Any purchasing or other terms of the client are expressly rejected.

1. Definitions

In these terms: "Hoofs" means Hoofs Studio; "client" means the party with whom Hoofs enters into an agreement or to whom Hoofs issues a quote; "agreement" means any arrangement between Hoofs and client about work to be delivered; and "in writing" includes by email or through the client portal.

2. Quotes and formation

Quotes are without obligation and valid until the date stated on the quote. An assignment is formed when you accept a quote online through the client portal or in writing, or when we begin work at your request. Obvious errors in a quote do not bind us.

3. Performance and your cooperation

We perform the assignment to the best of our insight and ability, as a best-efforts obligation. Good and timely performance requires your cooperation: supplying correct content, imagery, access and feedback on time. Delay or inaccuracies in what you supply are for your account and may affect the planning and the price.

4. Engaging third parties

Hoofs may engage third parties in performing the assignment. The operation of Articles 7:404 and 7:407(2) of the Dutch Civil Code is excluded. Hoofs remains responsible for the agreed result, without prejudice to the limitation of liability in these terms.

5. Planning and deadlines

Stated periods are indicative and never strict deadlines, unless we expressly agree so in writing. Planning starts on approval and once the required content and access have been supplied. Delays in supply shift the planning accordingly.

6. Changes and additional work

Work outside the agreed scope is aligned with you in advance and billed as additional work at our then-current hourly rate, unless agreed otherwise. We may refuse additional work without being in default.

7. Prices and payment

All prices are in euros and exclusive of VAT unless stated otherwise. Unless agreed otherwise we invoice 50% on approval and 50% at launch. Invoices are due within 14 days of the invoice date. On late payment you are in default by operation of law and we may charge statutory (commercial) interest and reasonable collection costs, and suspend work until payment is made.

8. Intellectual property

After full payment of everything due for the assignment, Hoofs transfers to you the rights to the work delivered specifically for you, including the source code, to the extent those rights are transferable. Until then all rights remain with Hoofs and you have a right of use subject to the condition precedent of full payment. Third-party components and open-source parts remain subject to those third parties' licences. We retain our rights to generic building blocks, knowledge and methods we developed, and the right to reuse them elsewhere.

9. Portfolio

We may show the work delivered for you in our portfolio and in communications about our work, unless agreed otherwise in writing. We do not show confidential data.

10. Delivery and acceptance

Work is deemed accepted on launch or first use, or when you do not report rejections in writing and with reasons within ten working days of delivery. Minor imperfections that do not hinder use do not suspend acceptance; we resolve those in regular development.

11. Maintenance

Maintenance is optional and, unless agreed otherwise, cancellable monthly. Without a maintenance arrangement we are not obliged to keep updating or monitoring a delivered site or application after delivery.

12. Warranty

Outside an active maintenance arrangement we deliver the work "as is" at the moment of delivery. We do not warrant that software or a website works uninterrupted, error-free or free of vulnerabilities, or that it is fit for a purpose not expressly agreed.

13. Liability

Our total liability for damage arising from or in connection with the agreement is limited to compensation of direct damage and to at most the amount invoiced for the relevant assignment (excluding VAT). For an assignment with a term of more than six months, or for a continuing agreement such as maintenance, liability is limited to the amount invoiced for that assignment in the twelve months before the event causing the damage. In no event does our liability exceed the scope of the relevant assignment.

We are not liable for indirect damage, including in any case consequential damage, lost turnover or profit, missed savings, loss of or damage to data, damage from business interruption and reputational damage.

A condition for any right to compensation is that you notify us of the damage in writing as soon as possible, and at the latest within thirty days of discovery. Any claim lapses in any case twelve months after the event causing the damage.

The limitations in this article do not apply to damage resulting from intent or deliberate recklessness on the part of Hoofs, or insofar as liability may not be limited under mandatory law.

14. Force majeure

In the event of force majeure our obligations are suspended. If force majeure makes the assignment permanently impossible, both parties may dissolve the agreement for the unperformed part, without any obligation to pay damages arising. Work already performed is compensated pro rata.

15. Indemnification

You warrant that the content, materials and instructions you supply do not infringe third-party rights and are not unlawful. You indemnify Hoofs against third-party claims connected with them.

16. Confidentiality

Both parties keep confidential information received in the context of the collaboration secret and use it only to perform the assignment.

17. Processing of personal data

If, in performing the assignment, we process personal data on your behalf (for example in a system or portal we build), you are the controller and we are the processor. We record this in a data processing agreement and take appropriate technical and organisational measures. Our own processing is described in our privacy statement.

18. Complaints

Complaints about the work or an invoice must be reported within a reasonable time after you discovered or should reasonably have discovered the defect, and at the latest within thirty days, in writing and with reasons. A complaint does not suspend your payment obligation.

19. Term and termination

An assignment ends on delivery or, for a continuing agreement, subject to the agreed notice period. On dissolution for an attributable failure, work already performed is settled pro rata.

20. Assignment of rights

You may not transfer rights or obligations under the agreement to a third party without our written consent. Hoofs may transfer its rights and obligations in the context of an acquisition or reorganisation and will inform you of this.

21. Severability and order of precedence

If a provision of these terms is void or voidable, the remaining provisions remain in force and the parties will replace the provision concerned with a valid one that approximates its purpose as closely as possible. In the event of a conflict between the agreement and these terms, the agreement prevails.

22. Governing law

Dutch law applies to all quotes, assignments and agreements. Disputes are submitted to the competent court in the district where Hoofs is established, unless mandatory law provides otherwise.

23. Changes to these terms

We may amend these terms. For ongoing assignments the terms in force at the time of entering into them apply, unless agreed otherwise in writing. The current version is always on this page.