Algemene Voorwaarden
PaNova Digital Solutions | Version 1.0
Article 1 – Definitions
In these Terms and Conditions, the following definitions apply: PaNova Digital Solutions: The service provider offering software development, web development, AI solutions, automation, hosting and digital services. Client: The natural or legal person entering into an agreement with PaNova Digital Solutions. Agreement: Any accepted quotation, subscription, order or written agreement between the parties. Project: Any software, website, portal, application, automation or digital solution developed by PaNova. Subscription: Recurring maintenance, hosting or support services. Deliverables: All software, documentation, reports, designs and digital products supplied by PaNova.
Article 2 – Applicability
These terms apply to all quotations, agreements, subscriptions, invoices, software projects, maintenance agreements, hosting agreements, AI services, and consulting services. Any deviations are only valid when agreed upon in writing by an authorized representative of PaNova.
Article 3 – Quotations
All quotations are without obligation unless explicitly stated otherwise. Quotations remain valid for thirty (30) days from the date of issue. Changes to the project scope requested by the client after the quotation is issued may result in revised pricing and timelines.
Article 4 – Formation of the Agreement
An agreement becomes effective after: (a) written acceptance by the client; or (b) formal confirmation by PaNova Digital Solutions. PaNova reserves the right to reject any project or agreement without providing a reason.
Article 5 – Project Acceptance & Stall Clause
Development activities commence only after approval of the project by PaNova, receipt of all required information, and payment of any agreed setup invoice. Stall Clause: Should a project stall for more than 14 days due to the client failing to provide feedback or assets, PaNova reserves the right to reallocate resources. Resuming the project may incur additional costs and requires a new planning schedule.
Article 6 – Prices
Unless stated otherwise, all prices are exclusive of VAT. VAT is charged according to applicable Dutch legislation. Recurring fees for subscriptions are subject to annual indexation and may be adjusted after prior notice.
Article 7 – Payment
Invoices must be paid within fourteen (14) calendar days unless agreed otherwise. Failure to pay on time may result in statutory interest, collection costs, suspension of services, and the temporary closure of hosted applications or portals.
Article 8 – Subscription Services
Subscription services may include software maintenance, bug fixes, monitoring, server management, updates, backups, and technical support. New features are not included in standard subscriptions unless explicitly agreed upon. We operate on a Fair Use policy; excessive support requests may be invoiced at current hourly rates.
Article 9 – Hosting
Where hosting is provided by PaNova, reasonable uptime is pursued but not guaranteed. Scheduled maintenance may temporarily affect availability. We reserve the right to perform emergency maintenance to ensure system integrity.
Article 10 – Intellectual Property
All intellectual property rights remain with PaNova Digital Solutions until all invoices have been fully paid. Upon full payment, the client receives the agreed usage rights. Unless agreed otherwise, PaNova retains ownership of source code, frameworks, internal libraries, automation logic, and reusable components.
Article 11 – Client Responsibilities
The client shall provide correct information, cooperate during development, review delivered work in a timely manner (within 5 working days), safeguard login credentials, and immediately report any security incidents.
Article 12 – Cybersecurity
PaNova follows modern software security practices, including secure authentication, encrypted communication, access controls, and security patching. However, no internet-connected system can be guaranteed to be completely secure against evolving threats like hacking, phishing, ransomware, or denial-of-service attacks. PaNova cannot guarantee absolute protection against cybersecurity incidents.
Article 13 – Client Security Responsibilities
The client is responsible for maintaining strong passwords, enabling multi-factor authentication (MFA) where available, securing employee accounts, and protecting endpoint devices. Losses resulting from compromised client credentials or internal client negligence remain the sole responsibility of the client.
Article 14 – Third-Party Services
Projects may depend upon third-party providers (Cloud, Payment, Email, AI, Software vendors). PaNova cannot be held liable for interruptions, outages, or failures caused by these third parties.
Article 15 – AI Services
Artificial Intelligence services may generate inaccurate or incomplete information. The client remains responsible for verifying AI-generated content before relying upon it. AI output shall never be regarded as legal, medical, financial, or professional advice.
Article 16 – Data Backups
Where backups are included in the subscription, PaNova shall make reasonable efforts to maintain them. The client remains responsible for maintaining independent backups of business-critical data unless explicitly agreed otherwise in writing.
Article 17 – Limitation of Liability
PaNova Digital Solutions is only liable for direct damages resulting from proven attributable shortcomings. Liability shall never exceed the amount paid by the client during the twelve (12) months preceding the event or the total value of the agreement, whichever is lower. PaNova is not liable for indirect damages, loss of profit, loss of revenue, business interruption, or consequential damages. This does not exclude liability for intentional misconduct or gross negligence as prohibited by law.
Article 18 – Confidentiality
Both parties shall treat confidential information obtained during the agreement as strictly confidential and not disclose it to third parties without prior written consent.
Article 19 – Force Majeure
PaNova shall not be liable for delays or failures caused by circumstances beyond its reasonable control, including power failures, internet outages, cloud provider failures, war, natural disasters, pandemics, government measures, or strikes.
Article 20 – Suspension
PaNova may suspend services immediately in the event of overdue invoices, abuse, fraud, illegal activities, or misuse of the platform.
Article 21 – Termination
Subscriptions may be terminated subject to the agreed notice period. Termination does not release either party from outstanding payment obligations accrued before the termination date.
Article 22 – Privacy
Personal data shall be processed in accordance with the Privacy Policy of PaNova Digital Solutions and applicable GDPR (AVG) legislation.
Article 23 – Applicable Law
These Terms are governed exclusively by Dutch law. Any disputes arising from or in connection with these terms shall be submitted to the competent court in the Netherlands.
Article 24 – Contact Information
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