1. Parties
These Terms of Service ("Terms") govern the relationship between ViaICT BV ("ViaICT", "we", "us") and any natural or legal person ("Client", "you") that engages ViaICT for the delivery of software, integration services, or related professional services.
ViaICT BV
Aarhusweg 2–9, 9723 JJ Groningen, The Netherlands
KvK: 71450580 · BTW/VAT: NL858720437B01
info@viaict.com · +31 (0)50 785 2393
By signing a statement of work, purchase order, or written agreement referencing these Terms, or by accessing or using any ViaICT service, you agree to be bound by these Terms.
2. Services
ViaICT provides, among other things:
- Order management software (SaaS and on-premise)
- Marketplace integration software (connecting to Amazon, bol.com, Zalando, Shopify, WooCommerce, Magento, and 50+ other platforms)
- AI process automation and integration services
- Custom API and ERP integrations
- Implementation, consulting, and support services
The specific scope, deliverables, timelines, and fees for each engagement are set out in a separate Statement of Work (SOW) or Service Agreement agreed in writing. In case of conflict, the SOW or Service Agreement takes precedence over these Terms.
3. Quotations and orders
All quotations issued by ViaICT are valid for 30 days from the date of issue unless otherwise stated. A quotation does not constitute an offer in the legal sense; an agreement is only concluded when ViaICT confirms an order in writing or commences work following receipt of a signed SOW.
ViaICT reserves the right to refuse or cancel an order if it cannot be fulfilled within the agreed conditions.
4. Fees and payment
Fees are as specified in the applicable SOW or Service Agreement. Unless otherwise agreed:
- Invoices are issued monthly in arrears or as specified in the SOW.
- Payment is due within 30 days of the invoice date.
- All prices are exclusive of VAT (BTW) unless explicitly stated otherwise.
- In the event of late payment, ViaICT reserves the right to charge statutory commercial interest (wettelijke handelsrente) and suspend services until outstanding amounts are settled.
- Price adjustments may be applied annually in line with the Dutch consumer price index (CPI).
5. Client obligations
The Client agrees to:
- Provide accurate, complete, and timely information, credentials, and access necessary for ViaICT to deliver the services.
- Appoint a designated contact person with sufficient authority to make decisions.
- Not use ViaICT's services for any unlawful purpose or in violation of any applicable regulation, including but not limited to the GDPR / AVG.
- Not reverse-engineer, decompile, or attempt to extract the source code of any ViaICT software.
- Not resell or sublicense ViaICT's software or services without prior written consent.
6. Intellectual property
All software, documentation, methodologies, and other materials developed or provided by ViaICT remain the exclusive intellectual property of ViaICT BV, unless otherwise agreed in writing in the SOW.
Upon full payment, ViaICT grants the Client a non-exclusive, non-transferable licence to use the deliverables for the Client's own internal business purposes.
Any pre-existing intellectual property of the Client ("Client IP") remains the property of the Client. The Client grants ViaICT a limited licence to use Client IP solely to the extent necessary to deliver the contracted services.
7. Confidentiality
Both parties agree to keep confidential all non-public information received from the other party in connection with the services ("Confidential Information"), and not to disclose it to third parties without prior written consent, except:
- where disclosure is required by law or a court order;
- where the information has entered the public domain through no breach of this obligation;
- where the information was already known to the receiving party without restriction.
This confidentiality obligation survives termination of the agreement for a period of 3 years.
8. Data processing
To the extent ViaICT processes personal data on behalf of the Client as a processor (verwerker), the parties shall enter into a Data Processing Agreement (DPA / Verwerkersovereenkomst) in accordance with Art. 28 GDPR. The DPA forms part of the overall service agreement. ViaICT's processing of the Client's personal data as a controller is described in the Privacy Policy.
9. Limitation of liability
ViaICT's total aggregate liability to the Client for any and all claims arising from or in connection with a service agreement shall not exceed the fees paid by the Client to ViaICT in the 12 months immediately preceding the event giving rise to the claim.
ViaICT is not liable for:
- Indirect, consequential, incidental, or punitive damages;
- Loss of profits, revenue, data, or business opportunities;
- Damage caused by the Client's failure to fulfil its obligations under these Terms;
- Force majeure events (including but not limited to internet outages, third-party API changes by platforms such as Amazon or bol.com, or natural disasters).
Nothing in these Terms limits liability for death or personal injury caused by negligence, or for fraud or wilful misconduct.
10. Warranties and disclaimers
ViaICT warrants that services will be performed with reasonable skill and care by qualified personnel. Unless expressly stated in a SOW, software and integrations are provided "as-is" with respect to the technical environment of third-party platforms (marketplaces, ERPs, etc.), as ViaICT has no control over changes made by those platforms.
ViaICT does not warrant uninterrupted or error-free operation of third-party platforms, marketplaces, or APIs that fall outside ViaICT's direct control.
11. Term and termination
Service agreements commence on the date specified in the SOW and continue for the agreed term. Unless terminated earlier:
- Either party may terminate a service agreement by giving 30 days' written notice before the end of the current term, unless the SOW specifies otherwise.
- Either party may terminate immediately upon written notice if the other party is in material breach and fails to remedy that breach within 14 days of written notice.
- Either party may terminate immediately if the other party becomes insolvent, enters into administration, or is subject to bankruptcy proceedings.
Upon termination, the Client shall pay all fees due up to and including the termination date. ViaICT will return or delete the Client's data as agreed in the DPA.
12. Governing law and disputes
These Terms and any agreements concluded under them are governed exclusively by Dutch law (Nederlands recht). The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
Disputes that cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the competent court in Groningen, The Netherlands, unless mandatory consumer protection law requires otherwise.
13. General provisions
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force. ViaICT may update these Terms at any time; changes take effect 30 days after publication on this page. Continued use of the services after that date constitutes acceptance. These Terms, together with the applicable SOW or Service Agreement and any DPA, constitute the entire agreement between the parties and supersede all prior negotiations and understandings on the same subject.
14. Contact
For questions about these Terms:
ViaICT BV
Aarhusweg 2–9, 9723 JJ Groningen
info@viaict.com
+31 (0)50 785 2393