Terms & Conditions

Terms and Conditions

Version June 2026, valid from 20 June 2026

Unsolve, sole proprietorship of Bas Otten

Palestinastraat 300, Heerlen, the Netherlands

Chamber of Commerce (KvK) number: 88806642

VAT number: NL004656786B80

Website: unsolve.io

 

Article 1. Definitions

Unsolve: the sole proprietorship of Bas Otten, established in Heerlen at Palestinastraat 300, registered with the Dutch Chamber of Commerce under number 88806642, being the user of these terms and conditions.

Client: the natural person or legal entity that enters into an agreement with Unsolve or to whom Unsolve directs a quotation or offer.

Parties: Unsolve and the Client jointly.

Agreement: any arrangement between the parties under which Unsolve provides services, including all amendments and additions thereto.

Services: all activities and deliverables of Unsolve, including web design, development, managed hosting, maintenance and modules.

Website: the combined whole of design, structure and content designed and developed by Unsolve for the Client.

Custom Code: all source code, scripts, configurations, frameworks, libraries and technical solutions developed by Unsolve, whether or not specifically created for the Client.

Module: a function or extension supplied by Unsolve, including a direct booking module.

Subscription: an agreement for managed hosting and/or maintenance supplied for a fixed term and on a recurring basis.

In writing: by letter or by email, as well as any other digital means of communication accepted by the parties.

Article 2. Applicability

2.1      These terms and conditions apply to all quotations, offers, agreements and services of Unsolve, as well as to all legal relationships arising from or connected with them.

2.2      The applicability of any terms and conditions of the Client is expressly rejected.

2.3      Deviations from these terms apply only insofar as they have been confirmed in writing by Unsolve, and only for the relevant agreement.

2.4      If one or more provisions of these terms are void or annulled, the remaining provisions shall remain in full force. The parties shall consult to replace the void or annulled provision with a valid provision that approximates its purport as closely as possible.

2.5      These terms also apply to agreements in which Unsolve engages third parties for performance.

Article 3. Quotations and offers

3.1      All quotations and offers of Unsolve are without obligation and valid for thirty (30) days from their date, unless stated otherwise.

3.2      Obvious errors or mistakes in a quotation or offer do not bind Unsolve.

3.3      A composite price quotation does not oblige Unsolve to perform part of the assignment for a corresponding part of the stated price.

3.4      Quotations and offers do not automatically apply to future assignments.

Article 4. Formation of the agreement

4.1      The agreement is formed at the moment the Client accepts a quotation or offer in writing, or at the moment Unsolve commences performance at the Client’s request, or the Client pays the agreed advance payment.

4.2      Additions to or amendments of the agreement bind Unsolve only insofar as they have been confirmed in writing.

Article 5. Performance of the agreement

5.1      Unsolve performs the agreement to the best of its insight and ability and on the basis of a best-efforts obligation. Unsolve does not guarantee any particular result unless expressly agreed in writing.

5.2      Unsolve is entitled to have the agreement performed wholly or partly by third parties.

5.3      Stated terms are indicative and never qualify as strict deadlines unless expressly agreed otherwise in writing. Exceeding a term does not entitle the Client to compensation or termination.

5.4      Unsolve is entitled to perform the agreement in phases and to invoice the part already performed separately.

Article 6. Obligations of the Client

6.1      The Client shall make available all data, content, materials, access and facilities that Unsolve requires for performance in good time, completely and in the required form.

6.2      The Client warrants the accuracy, completeness and reliability of the data and materials provided, including those originating from third parties.

6.3      The Client warrants that it is entitled to use the materials provided (including texts, images, logo and fonts) and indemnifies Unsolve against claims of third parties relating to infringement of intellectual property rights or other rights.

6.4      If the data required for performance is not provided in good time or properly, Unsolve is entitled to suspend performance and to charge the resulting costs at the applicable rate. Any resulting delay is for the account and risk of the Client.

Article 7. Changes and additional work

7.1      If during performance it appears necessary to amend or supplement the agreement for proper performance, or if the Client requests additional work, this constitutes additional work.

7.2      Additional work is performed and invoiced at the hourly rate of Unsolve applicable at that time, unless a fixed price has been agreed in writing.

7.3      Unsolve commences additional work after the Client’s approval. The inability to perform additional work, or to perform it in good time, does not constitute grounds for termination or compensation.

Article 8. Delivery, revisions and acceptance

8.1      For projects, one (1) revision round is included as standard. Additional revisions or changes are regarded as additional work and charged at the applicable hourly rate.

8.2      After delivery, the Client has seven (7) days to assess the deliverable. If the Client does not complain in writing and with reasons within this period, the deliverable is deemed accepted.

8.3      Putting the deliverable into use, including making the website live, qualifies as full acceptance.

8.4      After acceptance, requested adjustments are for the account of the Client, unless there is a demonstrable defect that falls within the agreed warranty arrangements.

Article 9. Managed hosting and maintenance

9.1      Managed hosting and maintenance are supplied on the basis of a subscription with a fixed term, as described in the agreement.

9.2      Maintenance in principle comprises performing software updates, security updates and regular technical management of the website within the hosting environment of Unsolve, as further described in the agreement.

9.3      Activities that fall outside the description of the subscription are regarded as additional work and charged at the applicable hourly rate.

Article 10. Availability and back-ups

10.1    Unsolve uses its best efforts to ensure good availability and continuity of the hosting services, but does not guarantee uninterrupted availability (uptime) and does not provide a service level agreement, unless expressly and separately agreed in writing. The hosting service is a best-efforts obligation and not an obligation to achieve a result.

10.2    Unsolve is entitled to temporarily take the service out of use for maintenance, adjustment or improvement. Unsolve will endeavour to do so as much as possible outside office hours and, where reasonably possible, to announce it in advance.

10.3    Unsolve makes daily back-ups of the hosted websites. Back-ups serve as an internal facility for recovery and do not constitute a guarantee of complete or error-free recoverability of data.

10.4    Save for intent or deliberate recklessness on the part of Unsolve, Unsolve is not liable for loss, damage or irrecoverability of data.

Article 11. Own risk in case of hosting or maintenance by third parties

11.1    If the Client chooses not to obtain the hosting and/or maintenance of the website from Unsolve, the management, security, performance of updates and creation of back-ups are entirely for the account and risk of the Client.

11.2    In that case Unsolve is not liable for damage, defects, vulnerabilities, data loss, malfunctions or reduced functioning that arise wholly or partly from hosting, maintenance, adjustments or management by the Client itself or by a third party.

11.3    Any work by Unsolve on a website that is not hosted or maintained by Unsolve is always performed as additional work at the applicable hourly rate, without any guarantee.

Article 12. Prices and payment

12.1    All prices are in euros and exclusive of VAT and any third-party costs, unless expressly stated otherwise.

12.2    For projects, fifty percent (50%) of the agreed price is invoiced in advance and must be paid before commencement. The remaining part is invoiced upon delivery.

12.3    Subscriptions for hosting and maintenance are invoiced annually in advance.

12.4    Invoices must be paid within fourteen (14) days of the invoice date, without set-off, discount or suspension.

12.5    If the payment term is exceeded, the Client is in default by operation of law, without any further notice of default being required. From that moment the Client owes the statutory commercial interest on the outstanding amount.

12.6    All reasonable costs incurred to obtain payment out of court are for the account of the Client, subject to a minimum in accordance with the applicable statutory scheme for extrajudicial collection costs.

12.7    If the Client remains in default, Unsolve is entitled to suspend the services, including temporarily taking the website offline, after prior notice. The obligation to pay remains in full force during suspension.

Article 13. Price indexation and price changes

13.1    Unsolve is entitled to adjust subscription rates annually on the basis of the consumer price index (CPI), all-households series, as published by Statistics Netherlands (CBS). Such indexation does not entitle the Client to terminate.

13.2    Unsolve is furthermore entitled to adjust rates in the interim if the costs of suppliers, licences or infrastructure increase. Unsolve will announce such a change in writing at least thirty (30) days in advance.

13.3    If an interim increase as referred to in article 13.2 exceeds ten percent (10%), the Client is entitled to terminate the subscription in writing as of the date on which the increase takes effect.

Article 14. Term, renewal and termination

14.1    A subscription is entered into for a minimum term of twelve (12) months, unless agreed otherwise in writing.

14.2    After the term, the subscription is each time tacitly renewed for a consecutive period of twelve (12) months, unless terminated by either party in writing no later than one (1) month before the end of the current term.

14.3    Termination must be made in writing. Amounts already invoiced and prepaid are not refunded upon termination.

14.4    Upon termination of a hosting agreement, the Client may request the return or export of its data. The associated work is charged at the applicable hourly rate. Unsolve is not obliged to retain data longer than a reasonable period after termination.

14.5    If the Client is a consumer, the applicable mandatory statutory provisions on tacit renewal and termination apply insofar as they deviate from the above.

Article 15. Intellectual property

15.1    All custom code developed by Unsolve, including source code, scripts, configurations, frameworks and libraries, remains the property of Unsolve. The Client obtains a non-exclusive, non-transferable right of use insofar and for as long as necessary for the normal use of the website, and for as long as the agreement or the associated subscription is in force.

15.2    The website as such, namely the combined whole of design, structure and content provided by or on behalf of the Client, becomes the property of the Client after full payment of all invoices relating to it.

15.3    Until the moment of full payment, all delivered and developed works remain the full property of Unsolve. Unsolve expressly reserves title.

15.4    Rights to components supplied by third parties, including themes, plugins, fonts and stock materials, remain vested in the relevant rights holders. The licence terms of those third parties apply to their use.

15.5    Unsolve at all times retains the right to use the general knowledge, methods, techniques and generic components gained during performance for other assignments.

Article 16. Data protection and data processing agreement

16.1    Insofar as Unsolve processes personal data on behalf of the Client in performing the agreement, the Client qualifies as controller and Unsolve as processor within the meaning of the General Data Protection Regulation (GDPR).

16.2    In that case the parties conclude a separate data processing agreement, which forms an integral part of the agreement. In the event of conflict between the data processing agreement and these terms and conditions, the data processing agreement prevails insofar as the processing of personal data is concerned.

16.3    The Client warrants that it is entitled to have the relevant personal data processed by Unsolve and indemnifies Unsolve against claims of data subjects or third parties in this respect.

Article 17. Confidentiality

17.1    The parties undertake to keep confidential all confidential information they obtain from each other in the context of the agreement. Information qualifies as confidential if so communicated by the other party or if this reasonably follows from the nature of the information.

17.2    This obligation remains in force after termination of the agreement.

Article 18. Portfolio and references

18.1    Unsolve is entitled to include the work performed for the Client in its portfolio and to use it for reference and marketing purposes, including on its website and on social media.

18.2    The Client may indicate in writing that it objects to this. In that case Unsolve will no longer use the work for the aforementioned purposes.

Article 19. Liability

19.1    The liability of Unsolve is limited to direct damage and to no more than the amount invoiced for the relevant assignment, exclusive of VAT. For continuing performance agreements, including subscriptions, liability is limited to the amount invoiced for the relevant service in the three (3) months preceding the event causing the damage.

19.2    Unsolve is never liable for indirect damage, including consequential damage, lost profit, missed savings, lost turnover, reputational damage, data loss and damage due to business interruption.

19.3    If and insofar as Unsolve is insured for the relevant damage, liability is in all cases limited to the amount actually paid out by the insurer in the case concerned, increased by the applicable deductible.

19.4    The limitations set out in this article do not apply if the damage is the result of intent or deliberate recklessness on the part of Unsolve.

19.5    Any claim for compensation lapses if it is not submitted to Unsolve in writing within twelve (12) months of its arising.

19.6    The Client indemnifies Unsolve against claims of third parties relating to the performance of the agreement, except insofar as such claims are the result of intent or deliberate recklessness on the part of Unsolve.

Article 20. Force majeure

20.1    Unsolve is not obliged to fulfil any obligation if it is prevented from doing so by force majeure. Force majeure also includes: failures or outages of internet, telecommunications or power supply, failures or shortcomings of suppliers, hosting and data centre parties, cyberattacks, DDoS attacks, government measures, pandemics and other circumstances beyond the reasonable control of Unsolve.

20.2    During the period of force majeure, the obligations of Unsolve are suspended. If the force majeure continues for more than sixty (60) days, both parties are entitled to terminate the agreement in writing, without any obligation to pay compensation arising.

Article 21. Suspension and termination for cause

21.1    Unsolve is entitled to suspend the fulfilment of its obligations or to terminate the agreement if the Client fails to fulfil its obligations, or fails to do so in good time or in full, if after conclusion of the agreement well-founded fear arises that the Client will not fulfil its obligations, or in the event of bankruptcy, suspension of payment or cessation of the Client’s business.

21.2    Upon termination, the claims of Unsolve against the Client are immediately due and payable. In that case Unsolve is not obliged to pay any compensation.

Article 22. Complaints

22.1    Complaints about the performance of the agreement must be reported to Unsolve in writing and with sufficient reasons within fourteen (14) days of discovery, but no later than thirty (30) days after completion of the relevant work.

22.2    Submitting a complaint does not suspend the Client’s payment obligation.

22.3    If a complaint is well-founded, Unsolve will still perform the work as agreed, unless this has demonstrably become pointless for the Client.

Article 23. Governing law and disputes

23.1    All agreements and legal relationships between the parties are governed exclusively by Dutch law.

23.2    The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

23.3    Disputes are submitted to the competent court of the District Court of Limburg (Rechtbank Limburg), without prejudice to the right of Unsolve to submit a dispute to the court having jurisdiction by law.

Article 24. Final provisions

24.1    Unsolve is entitled to amend these terms and conditions. The amended terms apply to new agreements and, after prior notice, to ongoing subscriptions as of the announced effective date.

24.2    In the event of conflict between the individual agreement and these terms and conditions, the provisions of the individual agreement prevail.

24.3    These terms and conditions have been drawn up in Dutch and in English. In the event of a difference in interpretation between the two versions, the Dutch version is binding.