Terms & Conditions

1. Scope & Definitions

These General Terms and Conditions ("Terms") apply to all proposals, agreements, and services provided by Hipodo (KvK: 96200618), unless agreed otherwise in writing.

In these Terms:

• "Hipodo" / "we" / "us" refers to Hipodo, registered in Zaamslag, the Netherlands.
• "Client" / "you" refers to the natural or legal person who enters into an agreement with Hipodo.
• "Services" means all work performed by Hipodo, including but not limited to AI automation design, development, strategy, and consulting.
• "Deliverables" means all outputs created during an engagement, such as designs, code, copy, reports, and automation systems.
• "Project" means a defined scope of Services as described in a Proposal or order confirmation.
• "Content" means text, images, logos, brand assets, and any materials provided by the Client for use in the Project.

2. Services & Deliverables

Hipodo is an AI automation agency. We help businesses install systems that capture leads, respond to inquiries, and book calls. Our services include, but are not limited to:

• AI automation strategy and consulting
• Automated lead capture, qualification, and routing systems
• Automated follow-up and appointment booking systems
• Web design, development, and optimization
• Hosting setup and deployment
• Post-launch support and ongoing optimization

The specific deliverables, scope, and timeline for each engagement are defined in the Proposal or order confirmation. Any work outside the agreed scope is subject to a separate agreement.

3. Proposals & Acceptance

All proposals are valid for 30 days from the date of issue, unless stated otherwise. A proposal becomes a binding agreement when:

• The Client accepts in writing (email is sufficient), or
• The Client makes a payment toward the engagement, or
• Hipodo begins work at the Client's request.

After acceptance, Hipodo sends an order confirmation summarizing the agreed scope, timeline, and pricing. This confirmation, together with these Terms, forms the complete agreement.

4. Pricing & Payment

All prices are quoted in euros (EUR) and are exclusive of VAT unless stated otherwise.

• Payment terms: Invoices are due within 14 days of the invoice date, unless agreed otherwise.
• Payment milestones: For larger projects, payment may be split into milestones as defined in the Proposal (e.g., 50% upfront, 50% on delivery).
• Late payment: If payment is not received within the agreed term, Hipodo reserves the right to charge statutory commercial interest and suspend work until payment is received.
• Price adjustments: Hipodo may adjust rates annually. Changes apply to new engagements only and will be communicated at least 30 days in advance.

5. Client Responsibilities

To ensure the success of the project, the Client agrees to:

• Provide necessary content, access credentials, and materials in a timely manner.
• Designate a single point of contact for approvals and feedback.
• Respond to feedback requests within 5 business days (unless agreed otherwise).
• Ensure all provided Content is legally compliant and does not infringe on third-party rights.

Delays caused by late or missing Client input may result in adjusted timelines and additional costs.

6. Timelines & Delivery

• Estimated timelines: All timelines provided in proposals are estimates. They depend on the timely delivery of content and feedback by the Client.
• Delivery: Deliverables are provided digitally (e.g., deployed to hosting, transferred via repository, or shared as files).
• Acceptance: The Client has 7 days after delivery to review and request revisions within the agreed scope. After this period, Deliverables are deemed accepted.

7. Change Requests

Changes to the agreed scope are handled as follows:

• Minor changes (cosmetic adjustments, text edits, color tweaks within the same design) are included at no extra cost.
• Major changes (new features, structural redesigns, additional pages, scope expansion) require a written change request and may incur additional costs and timeline adjustments.
• Hipodo will always provide an updated estimate before proceeding with major changes.

8. Intellectual Property

• Client Content: The Client retains ownership of all Content provided to Hipodo (text, images, logos, brand assets). The Client warrants they have the rights to use this Content.
• Hipodo Deliverables: Upon full payment, all custom Deliverables (designs, code, copy) created specifically for the Client are transferred to the Client.
• Third-party assets: Any third-party assets (fonts, stock images, plugins, APIs) remain subject to their original license terms. Hipodo will inform the Client of any licensing requirements.
• Portfolio rights: Unless otherwise agreed, Hipodo retains the right to display the project in its portfolio and marketing materials.

9. Third-Party Services

Projects may include third-party services (hosting, APIs, SaaS tools). The Client is responsible for:

• Agreeing to the terms of any third-party services used in the project.
• Paying for ongoing third-party subscriptions or fees (unless Hipodo explicitly covers them as part of the engagement).
• Understanding that Hipodo is not responsible for changes, outages, or pricing adjustments made by third-party providers.

10. Data Protection

• Privacy Policy: Hipodo processes personal data in accordance with our Privacy Policy.
• DPA: Where Hipodo processes personal data on behalf of the Client, a Data Processing Agreement (DPA) will be signed in accordance with GDPR Article 28.
• Client data handling: The Client is responsible for ensuring that any personal data they provide or collect through the Deliverables complies with applicable data protection laws.

11. Confidentiality & NDAs

• Mutual obligation: Both parties agree to keep confidential any proprietary information shared during the engagement.
• Scope: Confidential information includes business strategies, pricing, technical architecture, client lists, and unpublished data.
• Exceptions: Information that is publicly available, independently developed, or required by law is not covered.
• NDA: If your project requires additional confidentiality protections, we can arrange a separate Non-Disclosure Agreement.

12. Warranties & Disclaimers

Hipodo provides its Services with professional skill and care, in accordance with industry standards. However:

• We do not guarantee specific business results (such as conversion rates, traffic increases, or revenue growth) unless explicitly agreed in writing.
• We warrant that Deliverables do not knowingly infringe on third-party intellectual property rights.
• Compatibility with all browsers, devices, and future platform updates is not guaranteed, although we design for current best practices.

13. Liability Limitations

To the fullest extent permitted by Dutch law:

• Cap: Hipodo's total liability for any engagement shall not exceed the total amount paid by the Client for that specific engagement.
• Exclusions: Hipodo is not liable for indirect, consequential, or special damages, including lost profits, loss of data, or business interruption.
• Force majeure: Hipodo is not liable for delays or failures caused by circumstances beyond our reasonable control, including internet outages, natural disasters, pandemics, or government actions.
• Mandatory law: Nothing in these Terms limits liability that cannot be excluded under Dutch mandatory law.

14. Indemnification

The Client indemnifies Hipodo against all claims, damages, and costs arising from Content or materials provided by the Client, including claims related to intellectual property infringement, defamation, or violation of applicable laws. This indemnification survives the termination of the agreement.

15. Termination

• By either party: Either party may terminate the agreement with 14 days' written notice (email is sufficient), unless the Proposal specifies different terms.
• Immediate termination: Either party may terminate immediately if the other party materially breaches the agreement and fails to remedy the breach within 14 days of written notice.
• Work in progress: Upon termination, the Client pays for all work performed up to the termination date. Hipodo delivers all completed Deliverables (subject to payment).
• Post-termination: Confidentiality obligations and intellectual property provisions survive termination.

16. Post-Delivery Support

• Bug fixes: Hipodo provides a 30-day bug fix period after final delivery. Bugs (defined as deviations from the agreed specifications) are fixed at no additional cost.
• Maintenance: Ongoing maintenance and optimization beyond the bug fix period can be arranged under a separate maintenance agreement.
• Hosting: If Hipodo manages hosting on behalf of the Client, terms and pricing for hosting are specified separately.

17. Communication

• Official channel: All formal communication (approvals, change requests, termination notices) must be sent via email.
• Response times: Hipodo aims to respond to emails within 1 business day during regular business hours (Mon-Fri, 09:00-17:00 CET).
• Language: Communication is in Dutch or English, as preferred by the Client.

18. Amendments

Hipodo reserves the right to update these Terms. When we make changes:

• The updated date at the top of this page will reflect the latest revision.
• For material changes, we will notify affected Clients via email at least 30 days before the changes take effect.
• Continued use of our Services after the effective date constitutes acceptance of the updated Terms.
• Existing engagements continue under the Terms that were in effect at the time of agreement, unless both parties agree otherwise.

19. Governing Law & Disputes

• Applicable law: These Terms are governed by the laws of the Netherlands.
• Mediation first: In the event of a dispute, both parties will first attempt to resolve it through good-faith negotiation or mediation.
• Competent court: If mediation fails, disputes will be submitted to the competent court in Middelburg, the Netherlands.