Term of use

GENERAL TERMS AND CONDITIONS of Zarttech

B.V., a private limited liability under the laws of the Netherlands with its statutory seat in The Hague and with its registered office address in (2595 AN) The Hague, The Netherlands at Wilhelmina van Pruisenweg 35, and registered in the trade register under number 77414764, and any of its affiliates hereinafter referred to as “Zarttech”.

A. GENERAL DEFINITIONS

1. In these General Terms and Conditions, the following expressions shall have the meaning as set out next to them:

Affiliate means each company belonging to the same group of companies as Client, respectively as Zarttech as outlined in section 2:24b of the Dutch Civil Code;
Agreement means all acceptances, acknowledgements and confirmations by Zarttech of any assignments, orders by Client and any Agreement and/or Engagement Letters between Zarttech and Client regarding the provision of Services by Zarttech to Client, including the General Terms and Conditions and the schedules and/or annexes to any such Agreement;
Client means the natural person or legal entity that enters into an Agreement with Zarttech concerning the delivery of Services by Zarttech to Client; End-customer means the customer of the Client.
The Engagement Letter contains the delivery details for the Client and/or the Client's End-customer.
Engineer means every natural person selected by Zarttech and/or introduced to a Client through Zarttech;
General Terms and Conditions means these general terms and conditions of delivery of Zarttech;
Parties mean Zarttech and Client and Party means any of them;
Service means the services and/or activities and/or deliverables provided by Zarttech to the Client in the context of an assignment or the acceptance of work.

APPLICABILITY OF THE GENERAL TERMS AND CONDITIONS

2. These General Terms and Conditions apply to and form an integral part of any Agreement and/or Engagement Letter (also for future business transactions), all other (legal) actions by Zarttech and also unlawful acts, unless and to the extent, Zarttech explicitly agrees otherwise in writing unless and to the extent Zarttech explicitly agrees otherwise in writing. In the case of contractionary terms, the Agreement and/or Engagement Letter between Parties prevails over the General Terms and Conditions.
3. Any general terms and conditions of Client or other sector-specific terms and conditions are not applicable, not binding on Zarttech and are hereby explicitly rejected by Zarttech.
4. Deviations from, changes and/or additions to these General Terms and Conditions or the Agreements only apply if and insofar as Zarttech has expressly accepted them in writing and only apply to the specific Agreement and/or Engagement Letter for which they have been agreed. In case of a conflict between a written provision in the Agreement and/or Engagement Letter and a provision in these General Terms and Conditions, the provision in the Agreement and/or Engagement Letter will prevail.
5. Article 7:404 (that provides a rule for the event the intention is for an assignment to be performed by a particular person), Article 7:407(2) (that creates joint and several liabilities for the event an assignment is given to two or more individuals) and Article 7:409 (stipulating that if an assignment has been granted with a particular individual in mind, the assignments ends a result of that individual’s death) of the Dutch Civil Code are not applicable.

OFFER, ORDERS AND AGREEMENTS

6. Zarttech’s offers are open for acceptance within the period stated by Zarttech in the offeror, when no period is stated, within thirty (30) days from the date of the offer, provided that any offer may be withdrawn or revoked by Zarttech at any time before the receipt by Zarttech of Client’s acceptance thereof. The prices, Services, terms and other conditions and/or modalities stated in a quotation form one whole and cannot be claimed separately.
7. All documents belonging to Zarttech's offer, such as plans, descriptions or specifications, are as accurate as possible but not binding until the Parties have come to a signed Agreement and/or Engagement Letter. Zarttech exclusively retains ownership of all property rights and copyrights to the offer and all documents belonging to the offer.
8. An assignment placed by the Client shall only be regarded as having been accepted by Zarttech following written confirmation by an Engagement Letter by Zarttech or if an Engineer has started carrying out the assignment for which the Engineer has been nominated.  

INFORMATION REQUIREMENTS

9. The client is obliged to timely provide Zarttech with all necessary and relevant information for the correct execution of the Agreement and/or Engagement Letter. The Agreement and/or Engagement Letter shall be based on this information.
10. The client guarantees the correctness, completeness and reliability of all information provided to Zarttech.
11. If the execution of the Agreement and/or Engagement Letter is delayed because a Party fails to fulfil its obligations, the associated (additional) costs and/or fees shall be at the expense of the Party, who is accountable for the delay.
12. The client must immediately inform Zarttech of changes in the information provided by the Client.

PRICING AND PRICE ADJUSTMENTS

13. Prices and fees in any offer, engagement letter, confirmation or Agreement are in Euros/USD/Pounds. They do not include any taxes, duties or similar levies charges, now or hereafter enacted, applicable to the Services.
14. Zarttech will add V.A.T. taxes, duties, and similar levies to the sales price where Zarttech is required by law to pay or collect them, which the Client and the fees will pay.
15. Prices and fees are based on performance during normal working hours.
16. Services and activities not explicitly mentioned in the offer are not covered by the Agreement and/or Engagement Letter and can have a price-increasing effect.
17. Prices are indexed as to CBS Netherlands statistics in the ratio of yearly increment.

PAYMENT

18. Payments by the Client shall be made in Euros/USD/Pounds unless another currency is agreed upon between the Parties and confirmed in the Confirmation Order. Suppose a currency other than the Euro shall be agreed upon. In that case, the applicable exchange rate will be fixed at the Confirmation Order date and firm for the duration of the applicable Agreement.
19. All invoices of Zarttech shall be payable by Client within fourteen (14) days upon receipt of the invoice unless otherwise agreed upon between the Parties and confirmed in the Agreement and/or Engagement Letter. In the event of failure to pay within this term, Client shall be in default without any notice of default or reminder being required and shall be obliged to pay statutory trade interest ex article 6:119a Dutch Civil Code (wettelijke handelsrente) over the outstanding amount.
20. Zarttech is entitled to demand advance payment of an invoice amount or any other financial security before commencing or continuing with the execution of the Agreement.
21. Payments made by Client shall, in each case, be used for settlement in the first place of all interest and costs payable and in the second place of invoices due and payable that are the longest outstanding, even if Client states that the payment relates to a later invoice.
22. In the event of any default by Client in the payment of any amount due, or any other default by Client, Zarttech shall have the right to refuse performance and/or delivery of any Services until payments are brought current. Zarttech may suspend, delay or cancel any credit, delivery or other performance by Zarttech.
23. All expenses either in or out of court made by Zarttech for the collection of any amount due under the Agreement or any other agreement between the Parties shall be for the account of Client, including but not limited to the recovery of Zarttech’s reasonable attorney’s fees and expenses, the amount of which will be set at a minimum of 10% of the total amount due.
24. Client shall not have the right to withhold or reduce any payments or to set off existing and future claims against any payments due under the Agreement or under any other agreement that Client may have with Zarttech or any of its Affiliates (may have) and agrees to pay the amounts unless, in case of any default by Zarttech in the delivery of agreed Services, Client shall have the right to postpone payment until the delivery expectations are recovered.
25. If the Client's financial position changes during the execution of the Agreement, Zarttech has the right, in whole or in part, to refuse further execution of the Agreement or to change the payment terms.
26. Concerning article 25, all Zarttech items (including any intellectual property rights relating thereto) delivered to Client shall remain the property of Zarttech until all amounts owed under the Agreement(s) by Client are paid in full to Zarttech, after which pay the items will become the property of Client and/or for the End-customer of the Client In case End-customer claims a property in the Agreement between End-customer and Client, Client is granted to transfer respective property right to the End-customer.

PERFORMANCE OF SERVICES

27. Zarttech will do its utmost to perform the agreed-upon services to deliver mandates and/or results as defined in the Agreement and/or Engagement Letter. However, it does not guarantee the accomplishment of a specific result.
28. Zarttech shall make reasonable efforts to comply to the greatest extent possible with the terms and delivery periods and/or dates and/or delivery dates whether or not these are firm deadlines and/or dates that it has specified or has been agreed between the Parties. In all cases, if Parties have agreed to firm deadlines or delivery periods, Zarttech shall only be in default after Client has declared Zarttech in default and a reasonable term that Client has granted Zarttech to remedy the breach has passed.
29. The client expressly agrees that an Engineer may also work for other clients insofar as no conflicts of interest can arise about the execution of the assignment.
30. Prices are billed Hourly, Daily or monthly for outstaffing or project based in case of outsourcing.
31. FORCE MAJEURE Zarttech shall not be liable for any failure or delay in performance if such failure or delay is caused by Force Majeure as defined below.
"Force Majeure" is in these General Terms and Conditions, in addition to its effect in the law and jurisprudence, all external causes, foreseen or unforeseen, that Zarttech cannot influence but which prevent Zarttech from fulfilling its obligations, including but not limited to regulations by any government authority, fire, flood, pandemic, power outage, interruption, failure or defects in the internet, telephone or other interconnection service or in electronic or mechanical equipment, staff illness of Zarttech exceeding ten (10) working days, strikes, late delivery or unsuitability of materials, the failure by third parties engaged by Zarttech to fulfil their obligations and/or default by one of the suppliers of Zarttech.
32. If Zarttech cannot meet its obligations due to Force Majeure, it will not be liable. As compliance is not permanently unfeasible, its obligations will be suspended for the period such failure continues, without Zarttech being responsible or liable to Client for any damage resulting therefrom. Suppose the period during which compliance is not feasible due to Force Majeure lasts or looks set to last longer than three (3) months. In that case, either Party will be entitled to terminate the Agreement without any liability to pay damages.
33. If at the time Force Majeure takes effect, Zarttech has already partly met its obligations or can only partly meet its obligations, it will be entitled to invoice separately the Services that have already been delivered, and the Client will be obliged to settle this invoice.

INTELLECTUAL PROPERTY RIGHTS

34. All intellectual property rights specifically produced for Client and/or for the End-customer of the Client within the (project) scope of the Agreement and/or Engagement Letter as delivered by an Engineer working with Client shall transfer to Client and/or to the End-customer of the Client once Client makes full payment of all fees.
35. If Client requests, Zarttech will arrange to sign a written statement to ensure or promote that all the intellectual property rights which accrue to Zarttech on the fruit of its labours are transferred to Client, to the extent necessary and possible.
36. In case a third party, while not being identified as a Party as mentioned in this General Terms & Conditions document, claims property rights regarding the Services delivered by a Party, this Party will be accountable for the effects of the claim and will indemnify the other Party from claims coming from a mentioned third party, assuming that the other Party did not encourage a Party to apply such property right belonging to a third party.

LIMITATION OF LIABILITY

37. Provisions 37 up to and including 44 of these General Terms and Conditions set out the entire liability of Zarttech vis-à-vis Client and its Affiliates. The limitation of Zarttech’s liability applies to its employees, affiliates, agents, franchisees, sub-contractors, or other third parties engaged by Zarttech.
38. Zarttech can only be held liable by Client for an attributable failure to fulfil any obligations under an Agreement and/or (a) wrongful act(s) or any other legal ground(s) if the service and Products were utilised under normal use following the engagement letter or operating manual and conform to the expectation agreed upon or Specifications.
39. In no event will Zarttech be liable for damages covered by indemnity insurance policy(ies) entered into by the Client. Zarttech's total aggregate liability in respect of (an) attributable failure(s) to perform any obligations under an Agreement and/or (a) wrongful act(s) or any other legal ground(s) shall cumulatively be limited to the amount of € 2,500,000,- (Two Million, five hundred thousand Euros) per event that is paid out in the particular case under the (liability) insurance policy(ies) Zarttech has entered into with their insurance company. Zarttech is obligated to have a valid liability insurance policy, as mentioned with the insurance company.
40. If no payment is made under the said insurance policy for whatever reason, Zarttech’s total aggregate liability in respect of (an) attributable failure(s) to fulfil any obligations under an Agreement and/or wrongful act(s) or any other legal ground(s) shall in no event cumulatively exceed the lower of either (i) the fees paid for the Services by Client under the said Agreement (excluding VAT) or (ii) € 100,000,- (hundred thousand Euros).
41. In no event will Zarttech be liable for any consequential, indirect, immaterial and punitive damage, loss of business profits or damage relating to business interruption.
42. Zarttech shall have no obligation or liability to the Client if the claim is made with the competent court after one (1) month from the date of delivery of the Services.
43. Zarttech shall not be liable for damage that results from inaccurate and/or incomplete information and/or changes in the information supplied by the Client.
44. Zarttech shall indemnify Client against any claims concerning income taxes and social security legislation of income tax and/or premiums, penalties and whatever is more concerning or in connection with the Engineer's assignment.
45. Zarttech determines which Engineer will be proposed to deliver Services to the Client or as required by the Client's End-customer. The Client will interview and qualify the proposed Engineer. Zarttech shall be liable for the time effort, which means the delivery of a certain consulting Services capacity qualitatively defined in terms of knowledge area, role and/or role maturity level and quantitatively defined in terms of mandates as defined in the applicable Agreement and/or Engagement Letter < or > Zarttech shall not be liable for the result as an effect of the delivery of consulting services with a certain result as specified in the applicable Agreement and/or Engagement Letter.

TERMINATION

46. Only for outstaffing services, a fixed-period Agreement or a specific Agreement will be terminated by operation of law-giving at least one month’s written notice at the end of the month.
47. All contracts are bound to renew automatically at the end of the Contract Period.
48. Each Party is entitled to terminate the Agreement by written notice to the other Party and at any time while taking a termination period of 30 days into account unless termination conditions are explicitly set out differently in the applicable Agreement and/or Engagement Letter. Without prejudice to any rights or remedies a Party may have under the Agreement or at law, a Party may, by written notice to the other Party, cancel or terminate with immediate effect the Agreement or any part thereof without any liability whatsoever, if:
(A) The other Party violates or breaches any of the provisions of the Agreement and has not cured such breach within fourteen (14) days following receipt of a written notice of the breach;
(B) any proceedings in insolvency, bankruptcy (including reorganisation) liquidation or winding up are instituted against the other Party, whether filed or instituted by the other Party, voluntary or involuntary, a trustee or receiver is appointed over the other Party, or any assignment is made for the benefit of creditors of the other Party.
49. Each Party may, with a month's notice to the other Party, without any liability whatsoever, if a change of law occurs, by written notice to the other Party, cancel or terminate with immediate effect the Agreement(s) or any part thereof or to adjust or renegotiate the Agreement(s) to the same situation as before the change of law.
50. Upon the occurrence of any of the events referred to above in provisions 48 and 49, all payments for the already delivered Services to be made by the Client under the Agreement shall become immediately due and payable.
51. Termination of the Agreement does not release the Parties from their obligations under the following provisions of these General Terms and Conditions: 34-36 (Intellectual Property), 37-45 (Limitation of Liability), 46-51 (Termination), 52-53 (Confidentiality), 56 (Taking over Personnel), 57-58 (Applicable law and jurisdiction), 59-61 (Miscellaneous) or any other provision of the General Terms and Conditions and the Agreement and/or Engagement Letter which, by their nature, are intended to survive the termination of the Agreement.

CONFIDENTIALITY

52. Each Party shall maintain as confidential any information furnished or disclosed to one Party by the other Party and/or by the End-customer of the Client, whether disclosed in writing or disclosed orally, relating to the business of the disclosing Party, its customers, and the engagement letter/offer and its terms, including the pricing terms under which Client has agreed to purchase the Service and/or Products.
53. Each Party shall disclose such confidential information only to its employees needing to know such information to perform the transactions contemplated by the engagement letter. The obligation to maintain the confidentiality of such information shall not extend to information in the public domain at the time of disclosure and/or information required to be disclosed by law or court order.

DATA PROTECTION

54. Concerning the (personal) data provided by Zarttech in the context of the Agreement, Client and Zarttech are obliged to comply with the legal provisions regarding privacy protection and the protection of personal data, including but not limited to the General Data Protection Regulation (EU). 2016/679, the General Data Protection Regulation Implementation Act and other applicable laws and regulations protecting personal data, as applicable at any time.

ASSIGNMENT

55. Zarttech has the right to wholly or partially assign the rights and obligations under an Agreement and/or Engagement Letter to a third party. The Client should confirm the Client's written approval in case of such an assignment. Zarttech is accountable for damages arising from any acts or non-acts of such a third party. As such, each involved third party should comply with the conditions applicable in the Agreement and/or Engagement Letter between Parties and present General Terms and Conditions.

TAKING OVER PERSONNEL

56. During the term of the Agreement(s) and for twelve (12) months after the termination, each Party shall not employ any personnel (in the broadest possible sense, including executive personnel) of the other Party or have them work for them in any way, directly or indirectly, interim, through an employment contract or an assignment, through third parties, or directly or indirectly enter into any discussions with such personnel about employment. Suppose a Party violates the provisions of this paragraph. In that case, it shall incur an immediately payable penalty of € 50.000,= (fifty thousand Euros) as well as € 1.000,= (one-thousand Euros) for each day, without prejudice to the other Party’s right to seek specific performance and the right to recover the actual damages in addition to the penalty from the causing Party, among which compensation for income loss. Article 6:92 DCC subsections 2 and 3 are expressly excluded.

APPLICABLE LAW AND JURISDICTION

57. These General Terms and Conditions and the Agreement and all agreements relating thereto or resulting therefrom shall be governed by and construed under the laws of the Netherlands.
58. All disputes, controversies or claims arising out of or in connection with these General Terms and Conditions of the Agreement or any further agreements relating thereto or resulting therefrom shall exclusively be submitted in the first instance to the Court of The Hague, place of seating The Hague, the Netherlands.

MISCELLANEOUS

59. Suppose any provision(s) of these General Terms and Conditions shall be held invalid or unenforceable by a court of competent jurisdiction or any future legislative or administrative action. In that case, such holding or action shall not negate the validity or enforceability of any other provisions.
60. If any provision of these General Terms and Conditions shall finally be determined to be unlawful or unenforceable, such provision shall be deemed severed from these General Terms and Conditions. Still, every other provision shall remain in full force and effect. In substitution for any such provision held unlawful or unenforceable, a provision of similar import shall be substituted, reflecting the original intent of the provision to the extent permissible under applicable law.
61. The failure on the part of either Party to exercise, or any delay in exercising, any right or remedy arising from the Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy arising therefrom precluding any other or future exercise thereof or the exercise of any other right or remedy arising from the Agreement or any related document or by law.

CHANGE OF GENERAL TERMS AND CONDITIONS

62. Zarttech reserves the right to change these General Terms and Conditions. Zarttech will explicitly inform the Client by a written statement about the changes.
63. These General Terms and Conditions are drawn up in English on the express condition that all words, terms and expressions used herein shall be construed and interpreted under Dutch law.

OUTSTAFFING

64. CONTRACT PERFORMANCE The client expressly agrees that the Engineer assigned by Zarttech will independently carry out the activities arising from the assignment without the supervision or direction of the Client. The client can, however, give directions and instructions regarding the result of the assignment. Insofar as this is necessary for the execution of the assignment, coordination with the Client takes place in the event of collaboration with others so that this will proceed optimally. If necessary for the work, the Engineer will adhere to the Client's working hours or the Client's End-customer.

THE REPLACEMENT OF A PROFESSIONAL

65. Zarttech is authorised to submit a proposal to replace an Engineer who has the same and/or similar qualifications assigned to the Client by another Engineer without this being a reason for the Client to terminate the Agreement, based on Zarttech’s company or personnel policy, the need to protect jobs or its compliance with current legislation or regulations. The client may only reject such a proposal on reasonable grounds. If requested to do so, the Client must give reasons for such rejection in writing. Zarttech will cope with a termination period of 30 days or secure a handover period of 30 days to meet delivery expectations from the Client or the End-customer of the Client unless agreed differently between Parties.
66. Each Party will not be guilty of a breach of contract concerning the other Party and/or concerning the Client and its End-customer and will not be required to compensate any damage or costs to each other if it is not or no longer able to place a (replacement) Engineer with Client and/or with the End-customer of the Client in the manner and to the extent agreed in Agreement or thereafter.
67. Zarttech will not be required to arrange an immediate replacement in the event of the disability of an Engineer. If that disability exceeds or threatens to exceed two months, Zarttech and the Client will consult each other to decide on the scope for replacement.
68.The client agrees to attend to a replacement enquiry from Zarttech within three working days for a smooth replacement process.
69. If, for any reason from the client, the company gives a qualified replacement and the client refuses to proceed, engage, participate or become available to help facilitate a smooth transition to a new replacement after three working days of a waiting period, the client is billable at full capacity until the end of the agreed contract period.
70. Zarttech can place a Professional who is executing a temporary assignment as a freelancer or any other temporary constructions. Zarttech will do this conveniently to comply with applicable laws and regulations.

DISPUTE RESOLUTION

71. Any disputes arising out of or in connection with this Agreement shall exclusively be referred to the competent courts of The Hague, the Netherlands.
72. About all disputes that may arise, the parties will come to cause of the present agreement, or of further agreements which may result from this, agree to try to be resolved through mediation under the guidance of Legal Rebel (established in Rotterdam, The Netherlands) appointed mediator. As long as the mediation continues, neither Partner will submit the dispute to the court or arbitrator unless solely to preserve rights.
73. The client is obliged to attend the first mediation meeting of at least 90 (ninety) minutes between Zarttech, the Zarttech Consultant assigned to the project and the client. After that, the parties are free to enter into a third-party mediation.

INVOICING AND TIMEKEEPING

74. Zarttech will invoice the Client based on the agreed timekeeping method. Unless the Parties agree otherwise in writing, the working hours will be specified on the timesheets approved by Client and/or the End-customer of the Client in a software tool provided by Zarttech and/or Client and/or the End-customer of the Client.
75. Unless agreed in writing, Zarttech Engineer can work longer hours in case of urgent delivery and when necessary. When needed, the engineer can work more than 8 hours a day. In case the client chooses to stay within the 8 hours of work a day, the client must make this request in writing to the Delivery officer or Account Manager of Zarttech.
76. Zarttech must ensure that the information in respect of the Engineer on the timesheets (such as the Engineer’s name, the number of hours worked, overtime, and other hours for which the Fee is payable under the Terms of the applicable Agreement and/or Engagement Letter and these General Terms and Conditions, any surcharges, allowances and any costs and expenses incurred in practice, in case declaration of these costs is allowed in accordance to the applicable Agreement) is completed correctly and truthfully. Client warrants that its staff are authorised to sign the timesheets and accepts all responsibility for the signature of timesheets and the related invoices.
77. If the working hours are specified on forms supplied by the Engineer, the Client will retain a copy of that form. If there is any discrepancy between the form submitted to Zarttech by the Engineer and the copy retained by the Client, the form mutually agreed upon by authorised Staff members of both Parties will serve as the full basis for settlement.
78. Zarttech can use a third party, at his convenience, to comply with applicable laws and regulations or for financial constructions.
79. In case the timesheet is shared for approval if requested by the client, the client is expected to approve within a maximum of 5 days or make any grievance known to Zarttech; after 5 days, the timesheet will be deemed automatically approved, and no dispute on the timesheet will be possible.
80. Invoice value payable must be the amount received by Zarttech, regardless of transaction fee. The client is responsible for all transaction fees payable for an international transfer to Zarttech.

INDEMNIFICATION IN CASE OF DIRECT OR INDIRECT (EMPLOYMENT) RELATIONSHIP WITH THE ENGINEER

81. Each party who intends to, either directly or indirectly by and/or for third parties, enter into an employment relationship with an Engineer of the other Party shall inform the other Party of the same in writing.
82. Each Party shall not be within a time limit of 12 months after an introduction by the other Party of an Engineer directly enter into an (employment) agreement or other relationship with the relevant Engineer.
83. After the conclusion of the activities by the Engineer, Client shall not be allowed to, without the prior written consent of Zarttech, approach an Engineer within a time limit of 12 months after the conclusion of named activities as mentioned in the applicable Agreement and/or Engagement Letter to directly or using third Parties carry out activities, in any capacity whatsoever, for Client, affiliated Parties or Third Parties. Within a said time limit of 12 months after the conclusion of the activities by the Engineer, Client shall neither be allowed to, without the prior written consent of Zarttech, actually have the Engineer, either directly or via third parties, carry out activities in any capacity whatsoever for Client, affiliated Parties or third parties.
84. Breach of any of the provisions outlined in articles 81 - 83 shall be subject to an immediately payable penalty of € 50.000,= (fifty thousand Euros) as well as € 1.000,= (one-thousand Euros) for each day that a Party is in breach, notwithstanding the right of the other Party to seek specific performance and the right to recover the actual damages in addition to the penalty from Client and/or the End-customer of the Client, among which compensation for income loss. Article 6:92 DCC subsections 2 and 3 are expressly excluded.

OUTSOURCING

85. he completion time of an assignment in the field of advice and/or development of software and/or a website depends on various factors and circumstances, such as the quality of the data and information provided by the Client and the cooperation of the Client and relevant third parties. Unless otherwise agreed in writing.
86. Suppose the Agreement has been entered with the view to the performance of a specific Engineer or person. In that case, Zarttech shall always be entitled to replace this person with one or more persons with the same and/or similar qualifications.
87. Zarttech shall develop the software and/or website with due care per expressly agreed specifications or design and, if applicable, regarding the project organisation, methods, techniques and/or procedures agreed in writing with the Client.
88. Zarttech’s performance obligations do not include maintaining the software and/or website and/or providing support to users and/or administrators of the software and/or the website.
89. At its discretion, Zarttech shall deliver the software and/or the website on the agreed type of data carrier or make the software available online.
90. If the Parties have not agreed on an acceptance test, the Client shall accept the software and/or the website in the state that it is in when delivered (‘as is, where is), therefore with all visible and invisible errors and defects, without prejudice to Zarttech/s.
91. Zarttech shall strive to the best of its ability to fix errors within a reasonable term if they are reported in writing in a detailed manner to Zarttech within one (1) month following delivery. Zarttech does not guarantee that the software is suitable for actual and/or intended use. Zarttech also does not guarantee that the software will operate without interruptions and/or that all errors will always be fixed. Fixing work shall be carried out free of charge unless the software was developed on the instructions of the Client other than for a fixed price, in which case Zarttech shall charge for the costs of fixing per its usual rates.
92. Zarttech determines by which Engineers and/ or other persons the assignment is carried out.
93. Termination of an Outsourced project is only possible by the client if Zarttech has failed to meet the agreed timeline before project commencement three times after the project has started.
94. If the client does not observe clause 93, the client would be expected to pay all payable at the project termination in full.
95. The client agrees that continuous changes in project expectations could result in a price increment and a change in delivery time by Zarttech.
96. Changes in design to a fixed-cost project automatically dissolve the time delivery agreement with the client upon the contract signing; additional time spent will be prorated to the agreed hourly rate pro-rated at the time of contracting.
97. Zarttech reserves the right to ignore new feature suggestions not pre-agreed upon before the project starts, especially if both parties can not agree on reasonable financial terms.
98. The client agrees to any delay in responding or providing needed information or materials during the agreed time, with a maximum duration of 36hrs from the request time, which is directly or indirectly crucial to the application or software development done by Zarttech. Such delay might lead to a delivery time change and/or the possibility of a financial consequence to the client for the additional time the Zarttech team will need to continue working on such development.