1. Definitions

In these general terms and conditions, the following terms shall have the meanings set out below:

• RISolutions: RISolutions, located at Sprendlingenpark 32, 5061 JV Oisterwijk, The Netherlands, registered with the Chamber of Commerce under number 63181541 and registered under VAT number NL003236333B42.
• Website: the website of RISolutions, accessible via risolutions.eu and its associated subdomains and landing pages.
• Client: any natural person or legal entity acting in the course of a profession or business who enters into or intends to enter into an agreement with RISolutions.
• Agreement: any agreement between RISolutions and the client, as well as any amendment or addition thereto.
• Services: all products, software, hardware, installations, consultancy, support, customization, digital services and other activities offered or provided by RISolutions.

2. Applicability

1. These general terms and conditions apply to all offers, quotations, orders, agreements, deliveries and services of RISolutions.
2. Deviations from these terms are only valid if expressly confirmed in writing by RISolutions.
3. The applicability of the client’s general terms and conditions is expressly rejected.
4. If, in addition to these terms, specific additional terms apply to certain services or products, these general terms and conditions shall remain fully applicable.

3. Offers and conclusion of the agreement

1. All offers, price quotations and quotations from RISolutions are non-binding, unless expressly stated otherwise in writing.
2. RISolutions reserves the right to change or withdraw offers, prices, delivery times and conditions at any time.
3. An agreement is only concluded after RISolutions has confirmed an order, assignment or quotation in writing, by e-mail or electronically, or has started its execution.
4. RISolutions is entitled to refuse an order or assignment without stating reasons or to attach additional conditions to its execution.
5. Electronic communication, including e-mail, online ordering procedures and digital confirmations, shall constitute legally valid proof of the conclusion and content of the agreement between the parties.

4. Prices

1. Unless expressly stated otherwise, all prices are in euros and exclude VAT, transport costs, import duties, levies, installation costs, administrative costs and other additional costs.
2. Obvious errors, printing errors, typographical errors, programming errors or other evident inaccuracies in offers, quotations, price lists, catalogs or on the website do not bind RISolutions and may be corrected by RISolutions at any time.
3. RISolutions is entitled to pass on to the client any price-increasing factors that arise or become known after the conclusion of the agreement, including increases in purchase prices, transport costs, levies, wages or currency costs.

5. Payment

1. Invoices are payable immediately, unless otherwise agreed in writing with RISolutions, and must in all cases be paid in full within 30 days after the invoice date.
2. Payment must be made without set-off, suspension, discount or deduction, unless RISolutions has agreed otherwise in writing.
3. In the event of late payment, the client shall be in default by operation of law, without any notice of default or further demand being required.
4. From the moment of default, the client owes statutory commercial interest, increased by a contractual interest of 1.5% per month on the outstanding amount, whereby part of a month is considered a full month, insofar as legally permitted.
5. All judicial and extrajudicial collection costs shall be fully borne by the client. The extrajudicial collection costs amount to at least 15% of the outstanding amount with a minimum of € 250.00, without prejudice to the right of RISolutions to claim the actual costs incurred if these are higher.
6. In the event of late payment, RISolutions is entitled to suspend its obligations, postpone further deliveries or work, demand advance payment or additional security and/or dissolve the agreement in whole or in part.
7. For the payment methods accepted by RISolutions, reference is made to the page Payment methods. The information stated there forms part of the services of RISolutions, but does not affect the provisions of this article.

6. Delivery and delivery periods

1. Delivery and execution periods stated by RISolutions are always indicative and shall never be considered strict deadlines, unless expressly agreed otherwise in writing.
2. Exceeding a stated delivery period does not entitle the client to compensation, termination or suspension of any payment obligation, unless there is intent or deliberate recklessness on the part of RISolutions.
3. Delivery takes place at the address specified by the client or at the location or method otherwise agreed between the parties.
4. The risk of loss, damage or depreciation passes to the client at the moment of delivery or at the moment the goods are made available to the client.
5. If delivery is delayed due to actions of the client, incorrect or incomplete information, or failure by the client to fulfill obligations, RISolutions is entitled to charge the resulting costs and damages to the client.

7. Returns and shipping

1. For business clients, returns are only accepted after prior written notification and written approval by RISolutions.
2. RISolutions reserves the right to charge restocking costs, administrative costs, depreciation and/or transport costs for accepted business returns.
3. Shipping costs are in principle not reimbursed unless RISolutions confirms otherwise in writing or mandatory law dictates otherwise.
4. Custom-made products, specially ordered products, software, licenses, digital products, consumables and personalized products are excluded from returns unless otherwise agreed in writing.
5. For further rules regarding shipping, delivery, transport, damage, cancellations and returns, reference is made to the page Shipping & returns. The procedural information stated there applies additionally but does not affect the validity of these general terms and conditions.

8. Retention of title

1. All goods, documents, software, results, data, materials and other performances delivered by RISolutions remain the property of RISolutions until the client has fully paid all existing and future claims of RISolutions, on whatever grounds, including interest, costs and damages.
2. As long as ownership has not passed, the client is not permitted to sell, pledge, transfer, rent, encumber or otherwise make the goods available to third parties, except within normal business operations and with written consent from RISolutions.
3. The client must store and secure the goods under retention of title carefully and as identifiable property of RISolutions.
4. If the client fails to fulfill obligations, RISolutions may reclaim goods, suspend or block access to digital products or services and recover associated costs from the client.
5. If the client resells or transfers goods under retention of title, all resulting rights and claims are hereby assigned in advance to RISolutions, which assignment is already accepted.

9. Warranty and liability

1. Unless agreed otherwise in writing, only the manufacturer’s warranty or supplier warranty applies to products delivered by RISolutions.
2. RISolutions provides no further warranty beyond what is granted by the manufacturer or supplier unless explicitly stated in writing.
3. Complaints must be reported in writing without delay and within a reasonable time after discovery, failing which rights lapse.
4. RISolutions is only liable for direct damage resulting directly and exclusively from attributable failure and only if reported timely in writing.
5. Total liability is limited to the invoice amount or insurance payout, whichever is lower.
6. RISolutions is never liable for indirect damages, including loss of profit, data or reputation.
7. Liability lapses if the client misuses or alters products.
8. The client indemnifies RISolutions against third-party claims unless caused by intent or gross negligence.

10. Force majeure

1. RISolutions is not obliged to fulfill obligations in case of force majeure.
2. Force majeure includes power failures, internet issues, cyber incidents, pandemics, war, strikes and more.
3. Obligations are suspended during force majeure; prolonged situations allow termination without compensation.

11. Intellectual property

1. All intellectual property rights remain with RISolutions or licensors.
2. The client receives a limited, non-transferable right of use.
3. Copying or distributing without permission is prohibited.
4. Rights may be revoked in case of breach.

12. Personal data

1. RISolutions processes personal data in accordance with GDPR.
2. See privacy policy for details.

13. Suspension and termination

1. RISolutions may suspend or terminate agreements in case of breach.
2. Also applies in bankruptcy or liquidation.
3. All claims become immediately due.

14. Applicable law and competent court

1. Dutch law applies.
2. Disputes go to The Hague court.
3. Client agrees to this jurisdiction.

15. Final provisions

1. Invalid clauses do not affect others.
2. They will be replaced with similar valid clauses.
3. RISolutions may update terms.