B2B general terms

Pixxelfy, KvK 86758713

These terms apply only to business customers. The signed or accepted proposal, its scope and any data-processing agreement take precedence over these terms. Customer purchasing terms are rejected unless expressly accepted in writing.

Proposals are non-binding until accepted within their validity period. An agreement starts upon written or electronic acceptance. Pixxelfy records the signer, time, authoritative Dutch version and cryptographic hash.

The proposal defines deliverables, assumptions and exclusions. The customer provides timely decisions, content, credentials, access, test data and knowledgeable contacts. Delay or rework caused by missing cooperation may affect planning and price.

A request outside scope is a change. Pixxelfy may first assess its effect on price, planning, security and dependencies. Work starts after agreement on that effect, unless urgent mitigation is reasonably required.

Delivery may occur in increments. The customer tests promptly against agreed acceptance criteria and reports reproducible material defects. A deliverable is accepted after written approval, productive use or expiry of the agreed review period without a material rejection. Minor defects do not block acceptance.

Each party retains pre-existing rights. After full payment, the customer receives the rights or licence described in the proposal. Pixxelfy retains reusable know-how, methods, generic components and tools, provided confidential customer material is not disclosed.

Third-party platforms, APIs, fonts, libraries and open-source software remain subject to their own terms and availability. Changes, outages or prices imposed by those suppliers are outside Pixxelfy’s control and may require a change.

Hosting, maintenance, service levels, backups and support apply only when included in the proposal or a separate service agreement. Pixxelfy applies proportionate security; the customer remains responsible for authorised users, endpoint security and prompt incident reporting.

Both parties protect confidential information and use it only for the agreement. Personal data is processed under applicable law and, where required, a data-processing agreement. Neither party may introduce unlawful data or instructions.

Fees exclude VAT and third-party costs unless stated otherwise. Invoices are due within the agreed period without suspension or set-off. Reasonable collection costs and statutory commercial interest may apply after default.

Pixxelfy may suspend proportionately after notice for material non-payment, security risk or unlawful use. Either party may terminate for a material breach not cured within a reasonable notice period, or immediately where cure is impossible, insolvency applies or continued performance is unlawful.

The customer pays work performed and committed third-party costs. On request and after payment, Pixxelfy provides reasonably available customer data in a common format. Transition work is chargeable unless otherwise agreed.

Pixxelfy performs with reasonable professional care. Software cannot be guaranteed uninterrupted or error-free. The exclusive remedy for a timely reported attributable defect is repair or re-performance within a reasonable time, where feasible.

Direct liability is limited to the fees paid for the affected assignment in the preceding twelve months, with an overall cap of the amount paid under that assignment. Liability for indirect loss, lost profit, lost savings, business interruption and data loss is excluded, except where mandatory law or intentional misconduct by management prevents limitation.

Neither party is liable for delay caused by circumstances beyond reasonable control, including infrastructure failures, supplier outages, cyber incidents despite reasonable safeguards, government action, war, epidemic or labour disruption. Duties are suspended for the duration.

Dutch law applies. Parties first escalate a dispute to authorised representatives and try to resolve it in good faith. If unresolved, the competent court in the district of Pixxelfy’s registered office has jurisdiction, unless mandatory law requires otherwise.