Terms and Conditions

These Terms and Conditions apply to: (a) the use of newsoftsolution.com; (b) requests for information or quotations; and (c) agreements under which New Soft Solution supplies IT, software, website, mobile application, cloud, data analytics, machine learning, cybersecurity, digital marketing, SEO, branding, social-media, support or related professional services, unless different written terms are expressly agreed.

New Soft Solution is registered in the Netherlands under Chamber of Commerce number 95603840 and VAT number NL005166191B43. Contact: info@newsoftsolution.com, +31 6 8754 5440, Fluitekruidweg 257, 1508 AG Zaandam, the Netherlands.

By using the website, accepting a quotation, signing an agreement, issuing a purchase order referring to our quotation, or otherwise clearly instructing us to begin work, you agree to the applicable terms. Where a signed agreement or accepted quotation conflicts with these Terms, the specifically agreed written provision prevails.

Term

Meaning

Client

The person or organisation requesting or purchasing Services from New Soft Solution.

Agreement

The binding arrangement comprising the accepted quotation, proposal, statement of work, order, these Terms and any other expressly incorporated document.

Services

The work, advice, development, design, hosting, support, marketing or other services New Soft Solution agrees to provide.

Deliverables

The specific work product identified in an Agreement, such as software, source code, designs, reports, configurations or content.

Client Materials

Information, data, credentials, content, branding, software, documents or other materials supplied or controlled by the Client.

Business Client

A Client acting in the course of a business, profession or trade.

Consumer

A natural person acting primarily outside a business, profession or trade.

The website provides general information about New Soft Solution and its services. Website content is not a binding offer, technical guarantee, legal advice, cybersecurity assurance or promise that a particular service is suitable for a specific purpose.

You may use the website only for lawful purposes. You must not:

attempt to gain unauthorised access to the website, accounts, systems or data;

introduce malware, perform disruptive testing, scrape the website at unreasonable volume, or interfere with normal operation;

misrepresent your identity or authority;

upload or transmit unlawful, infringing, defamatory, discriminatory, harmful or confidential third-party material without authority;

copy, reverse engineer or commercially exploit website content except as permitted by law or written permission; or

use a contact form, chatbot or recruitment function for spam, automated solicitation or unrelated bulk submissions.

We may restrict or block access where reasonably necessary to protect the website, users, systems or legal rights.

A website enquiry or request for quotation does not itself create an Agreement. Unless stated otherwise, a quotation is valid for the period written in it and may be withdrawn before acceptance. An Agreement is formed when the Client accepts the quotation or proposal in writing, signs an agreement, or gives a clear instruction to begin that New Soft Solution accepts.

Estimates are based on the information available when prepared. A quotation may identify assumptions, exclusions, dependencies, milestones, hourly rates or third-party costs. Work outside the agreed scope is treated as a change request or additional work.

The scope, Deliverables, responsibilities, timing and fees are defined in the Agreement. Project plans and target dates are estimates unless the Agreement expressly states that a date is a strict deadline. New Soft Solution is entitled to rely on timely cooperation, approvals, access and accurate information from the Client.

A requested change to features, design, integrations, content, deadlines, technology, acceptance criteria or other scope may affect fees and timing. We may require written approval of a revised quotation or change request before performing the changed work.

The Client must:

provide accurate, complete and timely instructions, materials, credentials, access, approvals and decisions;

appoint an authorised contact with sufficient decision-making authority;

review Deliverables and report issues within the agreed review period;

maintain lawful licences and permissions for Client Materials, data, domains, accounts and third-party services;

ensure that instructions and Client Materials do not infringe third-party rights or violate law;

keep copies and backups of important Client Materials unless backup responsibility is expressly included in the Services;

use Deliverables and systems in accordance with documentation, security instructions and applicable law; and

promptly notify us of security incidents, suspected credential compromise or material errors relevant to the Services.

New Soft Solution is not responsible for delay, additional cost or reduced performance caused by incomplete instructions, late feedback, unavailable access, Client systems, Client Materials or a third party controlled by the Client.

Fees are stated in the Agreement and are exclusive of VAT and other applicable taxes unless expressly stated otherwise. Time-based work is charged using the agreed rates. Reasonable, pre-approved travel, licence, hosting, advertising, hardware, platform and other third-party costs may be charged separately.

Where a project is divided into phases or milestones, New Soft Solution may invoice in advance, periodically or upon completion of a milestone, as specified in the Agreement. A deposit or advance payment may be required before work begins.

Invoices are payable within the period shown on the invoice or Agreement. If no period is shown, payment is due within 14 days of the invoice date. The Client must raise a specific, good-faith invoice dispute promptly and pay any undisputed amount on time.

If payment is late, New Soft Solution may charge statutory interest and reasonable extrajudicial collection costs as permitted by Dutch law. After notice and a reasonable opportunity to remedy the default, we may suspend Services, access, licences, hosting, deployment or delivery until all overdue amounts and applicable costs are paid. Suspension does not remove the Client’s payment obligations or automatically extend third-party subscriptions.

Deliverables are supplied in the method stated in the Agreement, which may include a repository, deployment, file transfer, demonstration, account or report. The Client must review Deliverables against the agreed scope and acceptance criteria.

For Business Clients, a Deliverable is accepted when the Client confirms acceptance, uses it in production, resells or publishes it, or does not report a material, reproducible non-conformity within 10 business days after delivery, unless another review period is agreed. This deemed-acceptance rule does not limit mandatory consumer rights.

A minor defect that does not materially prevent agreed use does not justify rejection of the entire Deliverable. New Soft Solution will receive a reasonable opportunity to investigate and correct a valid material non-conformity within the agreed scope.

Each party retains ownership of intellectual property it owned or developed independently before the Agreement. The Client retains ownership of Client Materials, subject to any third-party rights. The Client grants New Soft Solution a non-exclusive licence to use Client Materials as necessary to perform the Agreement.

Unless the Agreement expressly provides for an assignment, New Soft Solution retains ownership of its software, source code, frameworks, libraries, templates, tools, methods, know-how, documentation, concepts and reusable components. Upon full payment, the Client receives the licence or ownership rights expressly described in the Agreement for the agreed Deliverables and purpose.

Open-source software, fonts, stock materials, platforms, APIs and other third-party components remain governed by their own licence terms. New Soft Solution may use general skills, ideas, experience and non-confidential know-how gained during a project, provided it does not disclose the Client’s confidential information or personal data.

Unless the Client objects in writing for a legitimate confidentiality reason, New Soft Solution may identify the Client’s name and logo in a factual portfolio or client list after the relevant work has been publicly launched. Detailed case studies, screenshots or performance claims require separate approval.

The Client warrants that it has the rights and lawful basis necessary for New Soft Solution to use Client Materials and personal data as instructed. The Client remains responsible for the accuracy, legality, quality and content of Client Materials and for its own notices, consents and end-user terms unless New Soft Solution is specifically contracted to prepare or implement them.

Where New Soft Solution processes personal data solely on the Client’s documented instructions, the parties will enter into a data processing agreement where required by Article 28 GDPR. The processing agreement takes precedence for processor-specific privacy obligations.

Each party must protect the other party’s confidential information using at least reasonable care and use it only for the Agreement. Confidential information may be disclosed to personnel, contractors and advisers who need it for the Agreement and are bound by confidentiality obligations, or where disclosure is required by law.

Confidentiality does not apply to information that the receiving party can show was lawfully known without restriction, becomes public without breach, is independently developed without use of the confidential information, or is lawfully received from a third party without a duty of confidentiality. Separate non-disclosure agreements remain effective according to their terms.

Services may depend on third-party hosting, cloud providers, domain registrars, app stores, payment services, APIs, plugins, advertising platforms, social networks, open-source components or other external services. Their terms, fees, availability, policies and technical changes are outside New Soft Solution’s control.

Unless expressly included, the Client is responsible for creating and maintaining third-party accounts and paying third-party fees. New Soft Solution is not liable for a third-party outage, suspension, policy change, security incident or discontinued integration that was not caused by New Soft Solution, but will reasonably assist under an agreed support arrangement.

New Soft Solution uses reasonable professional care and appropriate security practices for the agreed Services, but no software, website, cloud service or cybersecurity measure can be guaranteed to be uninterrupted, error-free or immune from all attacks. Specific service levels, recovery commitments, monitoring, backups, updates and maintenance apply only if expressly included in the Agreement.

The Client must promptly install or permit agreed security updates, maintain secure credentials, restrict administrative access and follow security recommendations. New Soft Solution is not responsible for damage caused by unsupported software, unauthorised changes, disclosed credentials, ignored updates or use outside the agreed environment.

New Soft Solution will perform Services with reasonable professional skill and care. If the Client reports a material failure to meet the expressly agreed specification within the applicable review, warranty or support period, New Soft Solution will have a reasonable opportunity to investigate and, where responsible, correct or reperform the affected part.

Except for expressly agreed warranties and mandatory legal rights, the Services and website are provided without implied guarantees of uninterrupted operation, compatibility with every future technology, achievement of a particular commercial result, search ranking, sales level, security outcome or regulatory approval.

Marketing, SEO, analytics, machine-learning and business-consulting Services depend on market conditions, platform algorithms, data quality, Client implementation and third-party behaviour. Forecasts, models, recommendations and performance targets are not guarantees unless expressly agreed as measurable contractual commitments.

Either party may terminate an ongoing Agreement according to its stated notice period. A party may terminate for material breach if the breach is not remedied within a reasonable written cure period, unless immediate termination is legally justified. New Soft Solution may suspend or terminate access immediately where necessary to address serious security risk, unlawful use, fraud, infringement, abuse or a binding legal request.

Upon termination, the Client must pay for Services performed, committed third-party costs and approved work in progress up to the effective termination date. Clauses intended to survive termination, including payment, intellectual property, confidentiality, privacy, liability and dispute provisions, remain effective.

Where a Consumer concludes a distance or off-premises contract and a statutory right of withdrawal applies, New Soft Solution will provide the legally required information. If the Consumer expressly asks performance to begin during the withdrawal period, the Consumer may be required to pay a proportionate amount for Services supplied before withdrawal. Mandatory consumer rights always prevail over conflicting provisions in these Terms.

Each party remains liable to the extent required by mandatory law. Subject to that rule, New Soft Solution is liable only for direct, reasonably foreseeable loss caused by an attributable failure to perform the Agreement after receiving written notice and a reasonable opportunity to remedy the failure.

To the maximum extent permitted by law, New Soft Solution is not liable for indirect or consequential loss, loss of profit, revenue, savings, goodwill, business opportunity, anticipated benefit, data or business interruption, or for loss caused by Client Materials, Client systems, unauthorised changes or third-party services.

For a Business Client, New Soft Solution’s total aggregate liability arising from an Agreement is limited to the fees, excluding VAT and third-party costs, paid or payable for the affected Services during the 12 months preceding the event giving rise to the claim, or the total fee for the affected project if lower. This limitation does not apply where liability cannot lawfully be limited, including liability arising from intentional misconduct or deliberate recklessness by New Soft Solution’s management.

The Client must take reasonable steps to prevent and mitigate loss, including maintaining appropriate backups, access controls, testing and business-continuity measures.

A Business Client will indemnify New Soft Solution against reasonable third-party claims, damages and costs arising from unlawful Client Materials, the Client’s infringement of third-party rights, the Client’s unlawful instructions, or the Client’s use of Deliverables contrary to the Agreement, except to the extent the claim was caused by New Soft Solution’s breach.

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, including widespread internet or cloud outages, cyberattacks not reasonably preventable, power failure, war, terrorism, civil disorder, government measures, epidemic, natural disaster, fire, labour disruption, transport failure or failure of a critical supplier. The affected party will notify the other where reasonably possible and resume performance when feasible. If force majeure continues for an unreasonable period, either party may terminate the affected future obligations without liability for unperformed work.

A complaint should be sent promptly to info@newsoftsolution.com with sufficient detail and supporting information. The parties will first attempt to resolve the matter in good faith. Reporting a complaint does not suspend an undisputed payment obligation unless agreed in writing or required by law.

The parties may communicate and approve routine project matters electronically. Formal notices concerning breach, termination or legal claims should be sent to the contact stated in the Agreement and by a method that provides evidence of delivery. The Client is responsible for keeping its contact details current.

We may update the website-use provisions for future use. Changes to an existing Agreement apply only where the Agreement permits the change and the Client is informed appropriately, or where the parties agree in writing. The version accepted when an Agreement is formed remains available on request.

If a provision is invalid or unenforceable, the remaining provisions remain effective and the invalid provision will be replaced, where possible, by a valid provision that most closely reflects its purpose. Failure to enforce a right once is not a waiver of that right. The Client may not transfer an Agreement without prior written consent, except where mandatory law provides otherwise. New Soft Solution may transfer an Agreement as part of a genuine business reorganisation or transfer, provided the Client’s material rights are not reduced.

These Terms and each Agreement are governed by Dutch law. Disputes are submitted to the competent court in the Netherlands in the district where New Soft Solution is established, unless mandatory law requires another court or the parties agree to an alternative dispute-resolution process. A Consumer retains any mandatory protection and jurisdiction rights available under applicable law.

New Soft Solution

Fluitekruidweg 257, 1508 AG Zaandam, the Netherlands

Email: info@newsoftsolution.com

Telephone: +31 6 8754 5440

KvK: 95603840 | VAT: NL005166191B43