General Terms and Conditions

General Terms and Conditions of Site4Work

Company Site4Work (hereinafter: Site4Work) is registered with the Chamber of Commerce under number 78132460 and has its registered office at Rozengracht 218 (1016NL) in Amsterdam.

Article 1 - Definitions

  1. In these general terms and conditions, the following terms are used in the following sense, unless expressly stated otherwise.
  2. Offering: Any offer or quotation to the Client for the performance of Services by Site4Work. 
  3. Subscription: the monthly Subscription that allows Client to develop a website, or that allows Client to rent or host the website developed by Site4Work.
  4. Content creation: The process of creating ideas, designing both written and visual content in the broadest sense, on any format.
  5. Services: the Services offered by Site4Work are the development of websites that are made available to Client through a Subscription, domain name registration, content and design creation, various marketing services as well as social media management.
  6. SaaS service: the Services offered by Site4Work are to host the website developed by Site4Work on the platform used by Site4Work.
  7. Service Provider: Site4Work offering Services to the Client hereinafter: Site4Work. 
  8. Client: the natural or legal person who is acting in the exercise of a profession or business that Site4Work has appointed, has granted projects to Site4Work for Services that are carried out by Site4Work, or to whom Site4Work has made a proposal on the basis of an Agreement.
  9. Agreement: any Agreement and other obligations between the Client and Site4Work, as well as proposals of Site4Work for Services that are provided by Site4Work to the Client and that are accepted by the Client and have been accepted and performed by Site4Work with which these General Terms and Conditions form an indissoluble whole.

Article 2 - Applicability 

  1. These general terms and conditions shall apply to any Offer by Site4Work, any Agreement between Site4Work and the Client, and to any Service offered by Site4Work. 
  2. Before a (distance) Agreement is concluded, the Client shall be provided with these general terms and conditions. If this is not reasonably possible, Site4Work shall indicate to the Client the manner in which the Client may inspect the general terms and conditions. 
  3. Deviation from these general terms and conditions is not possible. In exceptional situations, deviation from the general terms and conditions is possible if this has been explicitly agreed in writing with Site4Work. The terms and conditions of the Client shall expressly not apply. 
  4. These general terms and conditions shall also apply to additional, amended and follow-up orders from the Client. 
  5. The general terms and conditions of the Client are excluded.
  6. If one or more provisions of these general terms and conditions are partially or fully void or voided, the remaining provisions of these general terms and conditions will remain in effect, and the void/c voided provision(s) will be replaced by a provision with the same intent as the original provision. 
  7. Uncertainties about the content, explanation or situations not provided for in these general terms and conditions must be assessed and explained in accordance with the spirit of these general terms and conditions. The agreements in the Agreement are leading, and take precedence over these general conditions. 
  8. The applicability of articles 7:404 and 7:407 (2) of the Dutch Civil Code is explicitly excluded. 
  9. The rights and obligations arising from the Agreement between the Parties may not be transferred by the Client to a third party unless Site4Work gives its express and prior consent to the Client. Site4Work shall be free to attach further conditions to this. 
  10. Where reference is made in these General Terms and Conditions to she/he, this shall also be construed as a reference to he/she/it, if and to the extent applicable.

Article 3 - The Offer 

  1. All offers made by Site4Work shall be without obligation, unless expressly stated otherwise in writing. If the Offer is valid under limited or specific conditions, this shall be expressly stated in the Offer. 
  2. Site4Work shall only be bound by an Offer if the acceptance thereof by the Client is confirmed in writing within 30 days. Nevertheless, Site4Work shall be entitled to refuse an Agreement with a potential Client for a reason justified to Site4Work. 
  3. The Offer contains a description of the Services offered. The description shall be so detailed as to enable the Client to make a proper assessment of the Offer. Manifest errors or mistakes in the Offer cannot bind Site4Work. Any images and data in the Offer are merely an indication and may not be grounds for any compensation or the dissolution of the Agreement. All offers shall furthermore be made on the basis of data provided by the Client. Offers shall lapse if the information provided by the Client is incorrect or incomplete. 
  4. Offers or quotations do not automatically apply to follow-up orders.
  5. Delivery dates and deadlines in Site4Work's offer are indicative and if exceeded shall not give the Client the right to dissolution or compensation, unless expressly agreed otherwise.
  6. A composite price quotation does not oblige Site4Work to deliver a part of the goods included in the offer or quotation for a corresponding part of the stated price. 

Article 4 - Realization of the Agreement 

  1. The Agreement shall be concluded at the moment that the Client has accepted an Offer or Agreement from Site4Work by returning a signed copy (scanned or original) to Site4Work, or has given an explicit and unambiguous agreement to the Offer by e-mail.
  2. Site4Work is not bound by an Offer if the Client could have reasonably expected or should have understood that the Offer contains an obvious mistake or error. The Client may not derive any rights from this error or mistake.
  3. Any Agreement entered into with Site4Work or any project awarded to Site4Work by Client shall rest with the Company and not with any individual associated with Site4Work.
  4. If the Client cancels an Agreement that has already been confirmed, the actual costs incurred up to that point (including time spent) will be charged to the Client.
  5. The Customer's right of withdrawal is excluded, unless otherwise agreed.
  6. If the Agreement is entered into by more than one Principal, each Principal shall be jointly and severally liable for the performance of all obligations arising from the Agreement.

Article 5 - Duration of the Agreement 

  1. If and to the extent that an Agreement has been concluded between the Client and Site4Work, the duration of this Agreement shall in any case be one year, unless expressly agreed otherwise. 
  2. The Agreement (being a Subscription) shall be tacitly renewed after the expiry of the first subscription period by the originally agreed period, unless the Client or Site4Work has terminated the Agreement in writing with a notice period of one month before the end of the agreed relevant period. Termination of the Agreement is only possible after the expiry of 1 year. 
  3. The Agreement shall be tacitly renewed each year by the originally agreed period, unless the Client or Site4Work has terminated the Agreement in writing with a notice period of one month before the end of the agreed relevant period. 
  4. Both the Client and Site4Work may dissolve the Agreement on the basis of an attributable failure to fulfill the Agreement if the other party has been declared in default in writing, and has been given a reasonable term to fulfill its obligations, and it fails attributably to do so. This also includes the Client's payment and cooperation obligations. 
  5. The dissolution of the Agreement shall not affect the Client's payment obligations if Site4Work has performed work or delivered services at the time of the dissolution. 
  6. If the Agreement is terminated prematurely, the Client shall owe Site4Work the costs actually incurred up to that time on the basis of the established (hourly) rate. The (hourly) registration of Site4Work shall be leading in this respect.
  7. Both the Client and Site4Work may terminate all or part of the Agreement in writing with immediate effect and without further notice of default if one of the Parties has been granted a suspension of payments, a petition for bankruptcy has been filed or the company concerned is liquidated or otherwise terminated than by the merger or reconstruction of the company. If a situation as described above occurs, Site4Work shall never be obliged to refund monies already received and/or compensation for damages. 
  8. All post-contractual obligations from these terms and conditions and the Agreement which by their nature are intended to continue even after dissolution of the Agreement shall continue after dissolution. This concerns in any case the provisions on confidentiality, intellectual property rights, liability and the dispute resolution and right of choice provision. 

Article 6 - Execution of the Agreement 

  1. Site4Work shall endeavour to perform the Agreement with the greatest possible care as may be expected of a good contractor. All Services shall be performed on the basis of an obligation to perform to the best of one's ability, unless a result has been explicitly agreed upon in writing and described in detail. 
  2. In the execution of the Services, Site4Work shall not be obliged or required to follow the Client's instructions if this changes the content or scope of the agreed Services. If the instructions result in additional work for Site4Work, the Client shall be obliged to pay the additional or supplementary costs accordingly. 
  3. Site4Work shall be entitled to engage third parties for the performance of the Services at its own discretion. 
  4. If Site4Work performs work with respect to Client data pursuant to a request or order from a government agency and/or a legal obligation, the costs associated with this shall be borne solely by the Client. 
  5. If there are changes, Site4Work may continue to perform the Service with the changed version of the software. Site4Work shall never be obliged or required to maintain, change or add certain functionalities and/or specific features. 
  6. The source code as well as the technical documentation of the website is at all times excluded from the right of use or subject to transfer to the Client.
  7. Both the Client and Site4Work may make changes to the scope and/or content of the purchased Service. The additional costs associated with this shall be borne by the Client. The Client shall be informed about this as soon as possible. If the Client does not agree with this, the Parties must consult with each other. Client may only terminate the Agreement in writing with effect from the date on which the change takes effect if the changes are not related to changes in relevant legislation or regulations or if Site4Work bears the costs of the change.
  8. Site4Work is not obliged to provide the Client with a physical carrier containing the software. 
  9. If Site4Work also makes a back-up of the Client's data pursuant to the Agreement, Site4Work shall make a back-up at fixed times and store it in accordance with the agreed upon period. The Client is, however, responsible for complying with the legal retention and administrative obligations applicable to it. 
  10. Site4Work shall be entitled, but never obliged, to examine the correctness, completeness or coherence of the source materials, requirements or specifications made available to it and, if any imperfections are found, to suspend the agreed work until the Client has eliminated the imperfections in question.
  11. Site4Work shall, unless agreed otherwise, be entitled to use images, software and components of third parties, including stock photos and open source software, in the development, configuration or adaptation of Design. The Client shall expressly indemnify Site4Work against claims by third parties with respect to the use of the aforementioned.
  12. Site4Work shall keep the source files of the designs as long as Site4Work performs Services for the Client, or it is likely that Site4Work will perform Services for the Client. Site4Work shall be entitled to remove the source files after this period. If Client does not issue follow-up orders with respect to these Design until after this period, Site4Work shall be entitled to charge costs for the redevelopment, restoration or retrieval of these source files.
  13. To the extent that it has been agreed that Site4Work will post content or make adjustments to Client's Social media account, Client shall provide Site4Work with access to all places, Services and Social media under its control for this purpose to the extent reasonably necessary for the effective performance of the Agreement.

Article 7 - Obligations of the Client

  1. The Client is obliged to provide all information requested by SiteWork as well as relevant appendices and related information and data, in a timely manner and/or before the start of the work and in the desired form, for the proper and efficient execution of the Agreement. If this is not done, Site4Work may not be able to fully implement and/or deliver the relevant documents. The consequences of such a situation shall at all times be for the account and risk of the Client.
  2. Site4Work is not obligated to check the accuracy and/or completeness of the information provided to it or to update Client with respect to the information if it has changed over time, nor is Site4Work responsible for the accuracy and completeness of the information compiled by Site4Work for third parties and/or provided to third parties in the context of the Agreement.
  3. Site4Work may, if necessary for the execution of the Agreement, request additional information. If this is not done, Site4Work shall be entitled to suspend its work until the information is received, without being obliged to pay any compensation for whatever reason to the Client. If circumstances are changed, the Client must inform Site4Work immediately or at the latest 5 working days after the change has become known.
  4. Client is obliged to protect all technical safeguards and other facilities of the Site4Work website, and to respect the intellectual property rights vested in the website. 
  5. Client shall provide suitable equipment and an environment for use.

Article 8 - Development of designs and house styles

  1. Client shall lay down all wishes and requirements for the development of a design in writing. Site4Work may deviate from this in consultation with Client if it deems this necessary and/or desirable to achieve the desired result.
  2. Unless Parties agree on a different working method, the development of the design takes place in accordance with the following working method in 4 phases: 
  1. Phase I: concept development. The parties consult with each other to translate the Client's wishes into a design. The information from the Client regarding the number of items and the visual characteristics, among other things, is crucial in this process. Site4Work then draws up an offer which the Client must approve or reject according to the agreed manner. 
  2. Phase II: visualization. After approval of the quotation, depending on the product(s) an appropriate design will be created that can fit the house style of the Client or can be the start of the Client's house style which will serve as a basis for further creative development. Site4Work will deliver x number of sketches from which one or more designs can be selected. The selected sketch(s) will be elaborated. After approval of such a design, as well as the quotation drawn up for this purpose, this design can be regarded as the Client's product, which serves as a basis for further creative development. Client will receive up to 3 sketches from which one can be chosen. The design of the first choice will be made and the Client can choose color variations. 
  3. Phase III: Feedback. Such a product is then fine-tuned according to the Client's instructions. Client is entitled to X number of adjustments, as determined by Site4Work at the time the agreement is entered into. The Client is obliged to assess the house style and/or to give his approval within a maximum period of 7 days, unless a different period has been expressly agreed. Parties may agree that after an initial approval, Client is still entitled to an additional number of adjustments. If more rounds of adjustments are required, or if radical changes are made, an additional fee may be charged.
  4. Phase IV: delivery. After the reflection period as mentioned in phase III, the developed design is final provided that no adjustments/feedback have been made. If this is not the case, Site4Work shall make one last round of adjustments and the design shall then be final. The Client receives the design in accordance with the quotation or agreement.
  1. Client only obtains a limited non-transferable license to use the graphic design. All previous designs and sketches and other outputs remain the property of Site4Work and cannot be used by Client unless further arrangements are made.
  2. The Client is prohibited from making changes (or having changes made) to the designs of Site4Work without prior express written permission.

Article 9 - Content creation

  1. If instructed, Site4Work can take care of content creation whether as part of the marketing services or not. If any guarantee is given in this respect, it shall be limited to that which has been expressly agreed in writing.
  2. Client shall notify Site4Work in writing prior to the commencement of work of all circumstances that are or may be of importance including any points and priorities that Client wishes to be addressed.
  3. Content creation is an expression of creativity and taste. If the Client agrees with the Quotation as used by Site4Work, this also means that the Client agrees with Site4Work's own approach and style. Site4Work shall be entitled to carry out the work according to its own technical and creative insights if the Client has not explicitly stated this. All specific requirements and wishes of the Client must be recorded in writing by the parties together.
  4. If Site4Work is forced to rent additional material or space to execute the Agreement efficiently, or to hire the expertise of third parties, or if it later turns out that more time is needed, additional costs may be charged for this during the term of the Agreement, all based on subsequent calculation. Site4Work shall inform the Client of this in a timely manner. The Client must give his written approval for this.
  5. Site4Work may require the Client to make additional agreements concerning the execution, costs or duration of the Agreement if weather conditions or other external factors hinder, in Site4Work's opinion, an effective execution of the Agreement. Such circumstances may in such case give rise to the performance of additional work. 
  6. The copyright on the works of Site4Work shall lie solely with Site4Work unless explicitly agreed otherwise. Permission for the use of a work by the Client shall only be granted in advance and in writing in the form of a license as described by Site4Work in the offer with respect to the nature and scope. With respect to the transferability of copyrights, the mentioning of a name on a work or an infringement on the copyrights of Site4Work, article 25 Copyright Act shall apply. 
  7. If Client requests ownership on the works, this can only be transferred with the explicit consent of Site4Work whereby additional costs will be charged. Site4Work may require Client to enter into a separate agreement for this. However, Site4Work shall never be obliged to comply with this request.

 

Article 10 - Website development

1 .Site4Work makes available an online service (SaaS service) with which the Client can manage and edit the websites developed by Site4Work. With the SaaS-service made available, Client can adjust the design of his website, place own content and/or operate a webshop.

  1. Site4Work offers the SaaS service in different packages and corresponding Subscriptions. After the Subscription ends, Client has no right to continue the website. Client can, however, take over the designed design. 
  2. Site4Work may draw up an advice, plan of approach, planning and/or report for the purpose of providing the service. The contents thereof shall not be binding and shall only be of an advisory nature, but Site4Work shall observe its duty of care. The Client shall decide for himself and under his own responsibility whether to follow the advice. 
  3. Customer is obliged to provide all necessary information in a timely manner, completely, correctly and in the desired form for the development of the website (including data files, software, documentation, advice, reports, analyses and designs). The Subscription shall commence one month after the Agreement is formed. If Site4Work's work is delayed due to the late delivery of the necessary information and the website is not delivered within this month as a result, this shall not constitute a hindrance to the start of the Subscription. 
  4. The parties shall lay down in writing all features, functionalities, characteristics and more of the website to be developed. The website shall be created solely on the basis of these written agreements. If the agreements made are too brief to meet the Client's wishes, the parties must consult with each other and amend the agreements or the Agreement accordingly.
  5. Site4Work shall be entitled at all times to require Client's approval before a work developed by it is delivered and made available through the Subscription purchased by Client. 
  6. The Client acquires a non-exclusive, non-transferable and non-sublicensable right of use of the website from the moment the Client has fulfilled its (payment) obligations in full, except in the case that the parties have explicitly agreed otherwise in writing. The source files are explicitly excluded from Client's use. Unless the parties have explicitly agreed otherwise in writing, source files will not be delivered to the Client. 

8.The website developed by Site4Work is delivered when Client has signed or explicitly approved the website within a maximum period of 7 calendar days, unless a longer period has been agreed. To this end, Client may check the written agreements. After the unused expiry of this period, the Client is deemed to have agreed to the website. Any repairs after this period will be considered as additional costs. 

  1. Parties may agree on a test period during which Client shall identify any errors and/or defects. These defects must be reported in writing to Site4Work. The repair of these shall be at the expense of Site4Work, unless it is a matter of user errors or faults that cannot be attributed to Site4Work. The repair period shall be a reasonable period, and in any case 7 days after the defects have been reported or confirmed by Site4Work.
  2. If after the test period and/or delivery changes need to be made to the website, whether or not at the request of the Client, which were not previously agreed in writing, the changes must be made on the basis of a new order. The Client is only entitled to a limited number of revision rounds which are determined in consultation in the Agreement. 
  3. The Client shall be obliged at Site4Work's first request to evaluate proposals issued by Site4Work, at least within the agreed period. If Site4Work is delayed in its work due to the fact that the Client does not or not timely provide an assessment on a proposal made by Site4Work, the Client shall at all times be responsible for the consequences arising from this, such as delay. 
  4. Client has independent responsibility for all content that Client makes available on or through the Website. By posting information on the website, Client warrants that she is the owner of all data she publishes, or is authorized/powerful to publish/publicize such information on the website. User warrants that all information and/or data it publishes through the website does not infringe the intellectual property rights of any third party, nor violate any applicable laws/ and regulations.
  5. Furthermore, the Client is prohibited from publishing content on the website and/or distributing content through the website in violation of Dutch laws and regulations, which in any case includes: data without the permission of the copyright holder, defamatory information, or information that insults, intimidates, is slanderous, discriminates, threatens, is racist in nature, violent, incites hatred, is offensive, obscene, and information that contains child pornography or otherwise punishable pornography. Also, information that violates the privacy of third parties (including stalking), as well as torrents, viruses, spam, backlinks and hyperlinks (that refer to such information on third party websites), loans, lotteries and/or gambling, drugs and any other type of harmful and/or illegal content that could damage the Internet or e-mail traffic of third parties or the website. Site4Work may remove posted content that contains one or more of the aforementioned. Site4Work will notify the Client who posted the content. Site4Work respects the copyright of third parties and expects the Client who developed the website to do the same. 
  6. The nature of the services entails that the result also depends on external factors that may influence the development, such as the quality, accuracy and timely delivery of required information and data from the Client and/or its employees. The Client is responsible for the quality and for the timely and correct supply of the required data and information.  

Article 11 - Delivery 

1. If the start, progress or delivery of the Services is delayed because, for example, the Client has not or not timely provided all the requested information, provides insufficient cooperation, the advance payment has not been received on time by Site4Work, or due to other circumstances that are for the account and risk of the Client, Site4Work shall be entitled to a reasonable extension of the delivery period. The deadlines stated shall never be firm deadlines, nor can Site4Work be held liable for exceeding the agreed deadline. 

  1. All damage and additional costs resulting from a delay due to a cause mentioned in paragraph 1 shall be at the expense and risk of the Client and shall be charged to the Client by Site4Work. 
  2. If the Client must give his approval, Site4Work shall be entitled to suspend performance of the Agreement until the Client has given his approval. 
  3. Site4Work shall make an effort to realize the service within the agreed period, to the extent that this can reasonably be demanded of it. If there is a question of urgency, the Client shall be obliged to reimburse Site4Work for the additional costs involved. 
  4. Site4Work shall make an effort to provide the Service as much as possible in accordance with the Offer. 
  5. Site4Work has the right to sign all of its designed and/or developed designs-websites or to mention its name (or have it mentioned). It also has the right to use all of its design, designs and all of the things that are subject to its intellectual property rights for its own promotion and/or publicity without (prior) explicit permission from the Client.
  6. After delivery, the responsibility for correct compliance with the third party licenses in question lies with the Client when using the developed product. Site4Work shall duly inform the Client about the applicable license conditions.

Article 12 - Risk transfer 

The risk of theft and loss, embezzlement or damage of data, documents, software, data files and/or items that are used, created or delivered as part of the execution of the Agreement shall pass to the Client at the moment that these are actually placed at the Client's disposal, or at the moment that the website is first used. If and to the extent that any damage is caused to the Client as a result, Site4Work shall be obliged to deliver a replacement website at the cost price of the information carriers. Reinstallation and/or implementation shall take place at the agreed rate unless otherwise agreed.

Article 13 - Guarantees 

  1. Site4Work shall perform the Services in accordance with the standards applicable in the sector. If any guarantee is given in that respect, it shall be limited to that which has been expressly agreed in writing. During the guarantee period Site4Work shall guarantee the sound and usual quality of that which is delivered. 
  2. Client may only invoke the guarantee given by Site4Work if Client has fully met his monthly payment obligations. 
  3. If the Client rightly invokes the guarantee, Site4Work shall be obliged to carry out a repair or replacement free of charge. If there is any additional damage, the applicable liability provisions of these general terms and conditions shall apply. 
  4. Site4Work cannot guarantee that the Site will function without errors and/or interruptions. Site4Work shall make an effort to repair software flaws within a reasonable period. The repair shall only concern the website developed by Site4Work itself, and the defects have been reported in a timely manner by the Client. Site4Work shall be entitled to postpone the repair until a new version of the software is put into use. Defects in software that has not been developed by Site4Work may be repaired in consultation at the expense and risk of the Client. 
  5. Client accepts the website 'As is'. 
  6. Client must report an observed defect to Site4Work immediately and in detail in writing, in such a way that Site4Work is able to reproduce and repair the defect. The defect has been reported at the moment that Site4Work provides Client with a confirmation of the report. 
  7. Any advice provided by Site4Work based on incomplete and/or incorrect information provided by the Client shall never constitute grounds for liability on the part of Site4Work.
  8. The content of the advice provided by Site4Work is not binding and is of an advisory nature only. The Client shall decide at his own responsibility whether to follow the proposals and advice from Site4Work referred to herein. All consequences resulting from following the advice shall be at the expense and risk of the Client. The client is at all times free to make his own choices that deviate from the advice given by Site4Work. Site4Work shall not be obliged to pay any form of restitution if this is the case.
  9. Repair also includes providing temporary solutions. The guarantee shall never cover the restoration of mutilated or lost data. Site4Work shall not be obligated to restore this data. If agreed, Site4Work may cooperate within reason but shall never be responsible or obliged to restore any mutilated and/or lost data. The customer shall at all times take measures to prevent and limit malfunctions, defects, mutilation and/or loss of data, whether or not based on information provided by Site4Work. 
  10. Site4Work is not responsible for errors and/or irregularities in the functionality of the website and is not liable for the unavailability of the website for whatever reason. This also includes the unavailability of the Client's website as a result of an unforeseen malfunction or force majeure. 
  11. Liability of Site4Work for (the functioning of) third party plug-ins is excluded. Site4Work shall not be liable for damage that is caused as a result of or in connection with changes made or work carried out in or on the Site4Work website that has taken place without the express permission of Site4Work.
  12. During the guarantee period, the Client shall only be entitled to invoke this guarantee provision and Site4Work shall not be obliged to pay any compensation for damage caused by the defects found during the guarantee period. 
  13. If a defect during the warranty period is not covered by free repair, Customer must reimburse the relevant costs. 
  14. Site4Work does not guarantee that the software to be kept available as part of the SaaS service will be adapted in a timely manner to changes in relevant legislation and regulations, but shall make every effort to do so as soon as possible. 

Article 14 - Use and maintenance of website

  1. Site4Work shall make the agreed and developed website available to the Client for use during the term of the Agreement on the basis of a user license. The right to use the website is non-exclusive, non-transferable, non-pledgeable and non-sublicensable and limited to these conditions. 
  2. If agreed, Site4Work shall perform maintenance on the website. The scope of the maintenance obligation shall extend to that which has been explicitly agreed by the Parties. Even if this has not been explicitly agreed, Site4Work may carry out maintenance work or interrupt the execution of its services if it considers this necessary to be able to carry out maintenance. Performing maintenance may also cause interruptions in the execution of the services, which shall not justify any right of the Client to compensation.
  3. The Client is obliged to report any defects, errors or other faults in the website in writing to Site4Work, after which Site4Work shall, in accordance with its usual procedures, repair the faults to the best of its ability and/or make improvements. If desired, Site4Work shall be entitled to first apply temporary solutions, after which a structural solution can be devised and implemented in consultation with the Client.
  4. Client shall be obliged to provide his cooperation to Site4Work at the first request. 
  5. Despite the agreed maintenance obligations of Site4Work, Client has an independent responsibility for the management and use of the website.
  6. For the purpose of maintenance, Site4Work shall be authorized to check (data) files for, among other things, computer attacks, computer viruses and unsafe and/or illegal actions, as well as to perform other actions that are necessary for the purpose of maintenance. The Client shall also be responsible for the instruction and use of the website by third parties that have been engaged by the Client.
  7. Maintenance shall in principle include the following Services (i) corrective, (ii) preventive and (iii) adaptive maintenance. In the event of corrective, preventive and/or adaptive maintenance, Site4Work shall be entitled to put the (Saas) Service entirely or partially (temporarily) out of operation. The Client shall have no right to any compensation during this interruption. Site4Work shall let the interruption take place as much as possible outside office hours and no longer than is necessary for the maintenance. 
  8. Site4Work shall be entitled to make changes in the technology of the data network or telecommunications network and other changes in the services offered by Site4Work. These changes may possibly affect the peripheral equipment used by the Client, for which Site4Work shall not be obliged to pay any compensation.

Article 15 - Hosting services 

  1. If the agreed service provision includes storage and/or forwarding of material provided by the Client to third parties in the context of (web) hosting, the following shall apply. Even if Site4Work manages the Client's hosting account, and the Client's access is limited to the management panel of the website, Site4Work may set limitations to the size of the hosting account. 
  2. The Client is prohibited from publishing and distributing data via its website, in violation of Dutch laws and regulations, which in any case includes: data without the permission of the copyright holder, defamatory information, or information that insults, discriminates, threatens, is racist in nature, is hate-mongering, and information that contains child or otherwise punishable pornography. Also, information that violates the privacy of third parties (including stalking), as well as torrents, spam and hyperlinks that link to such information on third-party websites. 
  3. In the event of (possible) criminal acts, Site4Work shall be entitled to report these and to hand over the information provided by the Client to the competent authorities, as well as to perform all acts that are requested of it in the context of the investigation. 
  4. Site4Work shall be entitled to dissolve and/or terminate the Agreement with the Client in the event of misuse as referred to in the previous paragraph and/or possible criminal acts by the Client. 
  5. Client shall refrain from inflicting any damage or actions of which he/she may reasonably suspect to inflict damage to other Clients or the servers. If Client sends spam, and has been repeatedly warned about this, and is temporarily suspended, Site4Work has the right to permanently deny Client access, without compensation for any damages. As a result, Client can only use his e-mail when an external e-mail service is purchased that Site4Work can link to the domain name and/or website. The elimination of e-mail from the purchased (hosting) package for this reason shall not result in a price reduction. 
  6. Client shall indemnify Site4Work for all damage resulting from the above. Site4Work shall not be liable for any damage suffered by the Client as a result of its actions. 
  7. The Client is prohibited from reselling and/or renting out the services, unless explicitly agreed otherwise. 
  8. Site4Work may set a maximum on the amount of storage space that the Client may use in connection with the Service. If this maximum is exceeded, Site4Work shall be authorized to charge an additional amount. There shall be no liability for the consequences of not being able to send, receive, store or change data if an agreed limit for storage space has been reached. 
  9. In the event of extremely high data traffic, Site4Work shall be entitled at its own discretion to temporarily take the Client's website offline. This shall be understood to mean DDoS attacks, brute force attacks, overloading of the server or if the Client causes inconvenience to the Site4Work server in any other way. 
  10. In addition to the obligations under the law, damage caused by incompetence or failure to act in accordance with the above points shall be at the expense and risk of the Client. 

Article 16 - Connectivity 

  1. Each month, the actual consumption of the Client will be reviewed. If the actual usage differs from the expected usage, the scope of the purchased service can be adjusted. An increase will be implemented immediately. A reduction can only be made at the end of the period of this Agreement. 
  2. Data traffic is not transferable to the next month and/or other equipment, unless otherwise agreed. 
  3. Data traffic is defined as all network traffic generated by Customer, inbound and outbound. Incoming and outgoing traffic are added together to calculate data traffic. This also includes email traffic. The Customer must refrain from sending mailings and/or newsletters via standard e-mail accounts. 
  4. Site4Work may set a maximum for the amount of data traffic per month that the Client may use in connection with the Service. If this maximum is exceeded, Site4Work shall be authorized to charge an additional amount in accordance with the amounts for additional data traffic stated on the website. No liability exists for the consequences of not being able to send, receive, store or change data if an agreed limit for data traffic has been reached. 

Article 17 - Domain name registration

  1. Site4Work offers domain name registration at the request of Client at the applicable rates. Client is responsible for being aware of the applicable laws and regulations. Client is aware that a domain name registration does not imply registration of trademark rights.
  2. The registration of a domain name, which includes the application, assignment, use and ownership of a domain name, is always subject to the rules of the registering authority concerned. Site4Work shall only have a best-efforts obligation and shall not offer any guarantee about the allocation of a domain name. The Client is responsible for the correct delivery of a domain name and cannot hold Site4Work liable for the registration of an incorrect domain name due to a (typing) error by Site4Work. It is up to the Client to check and possibly adjust this.
  3. The Client shall owe Site4Work a fee for the registration, use and holding of the domain name. This fee falls under the Subscription as concluded by the Client. Upon termination of the Subscription the Client has the possibility to take over the domain name.
  4. The customer indemnifies Site4Work for any claims by third parties arising from infringements of intellectual property rights and all claims related to the use and holding of the domain name. This also includes all claims of third parties with respect to the content of the Web shop in which Site4Work as holder and/or manager of the domain name is held liable. The customer remains personally responsible and liable for all third party claims at all times. Site4Work shall exercise its right of recourse if possible.

Article 18 - Notice and takedown

If and to the extent that there is an infringement of the rights of Site4Work or third parties and/or unlawful action by the Client, Site4Work shall be entitled to immediately close down that part of the service or to exclude the Client from using it. Site4Work will remove any infringing/harmful information immediately. As a result, the Client may not be able to use the Site4Work service in full or at all. Site4Work shall never be liable for damage of any kind whatsoever, as a result of the (temporary) shutdown of the service and/or the removal or passing on of the data placed by the Client. 

Article 19 - (Online) marketing 

  1. Site4Work does not guarantee any results regarding the provision of marketing services. Site4Work shall only apply a certain strategy that has yielded results in the past. Site4Work cannot make any promises in this respect either, but will make every effort to obtain an improved position for the Client in Google or otherwise a visibility.
  2. If Site4Work sets up SEO and/or SEA on behalf of Client, the budget for the SEO and/or SEA shall be determined by Client. If the Client wants more work than is possible on the basis of the current rate, more costs will have to be charged for this.Such services in the context of SEO will be clearly recorded in writing. Client may provide content and/or information for this purpose. 
  3. Client must provide SEO and/or SEA texts themselves. Site4Work has its own approach and style with regard to SEO services. If the Client has agreed to the performance of SEO services by Site4Work, the Client has also agreed to the approach used by Site4Work and the texts drawn up by Site4Work. Client must make further agreements with Site4Work in this respect.
  4. The execution of the SEO and/or SEA services is further dependent on guidelines, rules and policies of third parties such as, for example, Google. The services shall be carried out by Site4Work with due observance of the limitations set by the third parties in question. If agreed, the Client must first give approval before the advertisement can be further prepared and/or placed.
  5. In the case of other Marketing services such as direct mailing, Site4Work shall never be responsible for the incomplete or incorrect supply of the information required for the direct mailing by the Client, as a result of which Site4Work does not perform its services as expected by the Client.
  6. If it is agreed that Google Adwords should be used for the purpose of the Marketing Services, Customer must provide Site4Work with access to its Google Adwords account. Site4Work must also obtain authorization from the Contractor to use the account. 

Article 20 - Social media management

  1. As part of the services, Site4Work may manage Client's Social media accounts for the purpose of improving the account, market position, name awareness or image (promotion). If it has been agreed that Site4Work will perform such Social media management, Client shall provide its full cooperation as well as access to its website, account and all codes and login data required for that purpose at Site4Work's first request, unless otherwise agreed.
  2. The scope of the social media management shall only extend to what has been explicitly agreed by the parties. Site4Work shall in principle only post content insofar as this has been provided by the Client or insofar as the Client has given prior explicit permission for this. Site4Work shall never place content without (prior) knowledge or approval of the Client. All content, changes (of layout) or the implementation of improvements on the part of Site4Work in any other manner shall be proposed to the Client if Site4Work considers the implementation of these changes to be in the interest of the Client. 
  3. The nature of the service entails that any results to be achieved are dependent on various external factors that may influence the results of the service, such as the quality and availability of the software or services of third parties, including Google, required in the performance of the service. External factors such as, but not limited to, algorithms, rules, guidelines, policies, technological developments as well as human actions such as surfing behavior, may therefore influence the results and methods of Site4Work. Site4Work shall carry out its work with due regard for the aforementioned factors and shall take account of any changes in them. The aforementioned provisions shall never provide the Client with a ground for dissolution of the Agreement or a right to compensation. 
  4. The execution of social media management is also always dependent on the human actions of third parties. Site4Work is therefore not responsible for achieving a certain number of likes, new followers, views, etc. When placing Content on behalf of Client, Site4Work adheres to the terms of use of the relevant social media parties. Client cannot derive any rights if it suffers damage in any way whatsoever with respect to the customs and rules as applied by such Social media parties. 
  5. If, in Site4Work's opinion, the work goes beyond the scope of its services, it shall be entitled to engage a third party for such work or to provide mediation between the Client and a third party for the purpose of carrying out the services. This applies, among other things, to writing texts, designing logos, layouts, taking photographs and more.
  6. In addition, despite the agreed services of Site4Work, Client always has an independent responsibility for the use of his Social media account(s). If the use of Social media or works of intellectual property of third parties (such as photos, videos, layouts) requires licenses from third parties, Client shall purchase these licenses and ensure that the stipulations therein are strictly observed.
  7. Unless otherwise agreed, the Client is obliged to provide all content intended for Posts at least 1 week before the posting of these Posts.
  8. Performing Social media management may cause (temporary) interruptions or changes in find position (ranking) on the various Social media channels with respect to Customer's account, which does not justify any right to compensation for Customer.
  9. For the implementation of social media management, Site4Work is at all times dependent on the availability and functionality of the relevant social media channels, as well as the guidelines, rules and policies of these channels, but also the policies of third parties including Google. The services are therefore carried out with due regard to the limitations set by the relevant parties.
  10. If the Client wishes to make changes to the Social Media account in the interim or has such changes made by third parties, the Client must first consult with Site4Work before these changes are implemented. Customer shall be responsible for all consequences of changes or adjustments on the initiative of Customer that have not been explicitly approved by Site4Work in advance or to which it has otherwise agreed in advance. Any harmful consequences due to the aforementioned changes or adjustments shall not constitute a ground for liability on the part of Site4Work.

Article 21 - Additional work and modifications 

  1. If, during the execution of the Agreement, it becomes apparent that the Agreement needs to be adjusted, or further work is required at the Client's request to achieve the Client's desired result, the Client is obliged to pay for this additional work according to the agreed rate. Site4Work shall not be obliged to comply with this request and may require Client to enter into a separate Agreement for this purpose. 
  2. Customer may make changes (or have changes made) to the scope and/or content of the SaaS Service. The additional costs associated with this will be borne by Customer. Customer will be informed about this as soon as possible. If Customer does not agree with this, the Parties must consult with each other. Client may only terminate the Agreement in writing with effect from the date on which the change takes effect if the changes are not related to changes in relevant legislation or regulations or Site4Work will bear the costs of the change.

Article 22 - Prices and payment

  1. All prices are in principle exclusive of sales tax (VAT), unless otherwise indicated.
  2. Site4Work shall perform its services in accordance with the agreed upon (hourly) rate. 
  3. If the Agreement is entered into for the term of a year, Customer has the choice of paying this fee in one lump sum prior to the agreed subscription period, or in monthly installments. If payment is made in monthly installments, payment will be made by direct debit for which Customer has given explicit permission by signing the authorization included in a 1 cent payment via a link in the mail. 
  4. Client is obliged to fully reimburse the costs of third parties that are deployed by Site4Work after approval by Client, unless expressly agreed otherwise.
  5. The parties may agree that the Client shall pay an advance. If an advance payment is agreed upon, the Client shall pay the advance payment in full before commencing the performance of the services.
  6. The Client cannot derive any rights or expectations from an estimate issued in advance, unless the Parties have expressly agreed otherwise.
  7. Site4Work shall be entitled to increase the applicable prices and rates annually in accordance with the applicable inflation rates. Other price changes during the Agreement shall only be possible if and insofar as they have been explicitly laid down in the Agreement.
  8. Client shall pay the invoice in a lump sum, without set-off or suspension, within the specified payment term as stated on the invoice, to the account number and details of Site4Work made known to it. 
  9. In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or petition for payment against the Client, the payment and all other obligations of the Client under the Agreement shall become immediately due and payable.

Article 23 - Collection policy 

  1. All payment deadlines set by Site4Work shall be firm deadlines. If the Client fails to meet its payment obligation and has not fulfilled its obligation within the stipulated payment period, the Client shall be in default by operation of law.
  2. From the date that the Client is in default, Site4Work shall, without any further notice of default being required, claim the statutory (commercial) interest from the first day of default until full payment and compensation for extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code, to be calculated in accordance with the graduated scale from the Decree on compensation for extrajudicial collection costs of 1 July 2012. 
  3. If Site4Work has incurred more or higher costs than reasonably necessary, these costs shall be eligible for compensation. The Client shall also bear the judicial and execution costs incurred. 

Article 24 - Privacy, data processing and security 

  1. Site4Work will handle the (personal) data of the Client and Clients of the website with care and will only use these in accordance with the privacy statement. If requested, Site4Work will inform the person concerned about this.
  2. The Client is solely responsible for the processing of data that is processed using a Site4Work Service. Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. Within this framework, the Client shall indemnify Site4Work against any (legal) claim that is related to these data or the execution of the Agreement. 
  3. If Site4Work is required under the Agreement to provide security for information, this security shall comply with the agreed specifications and a security level that is not unreasonable in view of the state of the art, the sensitivity of the data, and the costs involved. 
  4. Parties must act in accordance with the General Data Protection Regulation and comply with the obligations arising therefrom as well as other applicable laws and regulations. Parties must conclude a processing agreement for this purpose. 
  5. The Client has obligations to third parties under the General Data Protection Regulation. These include, but are not limited to, the obligation to provide information, to allow inspection, to correct and delete personal data of those involved. The Client itself is solely and fully responsible for the proper fulfilment of these obligations. Site4Work is "Processor" in the sense of the AVG with respect to these personal data. Site4Work shall provide support as much as technically possible. 

Article 25 - Suspension 

  1. Site4Work shall be entitled to retain the data, data files, software and more it has received or realized if Client has not yet (fully) fulfilled its payment obligations, even if it had been paid. 
  2. Site4Work shall be entitled to suspend the fulfilment of its obligations as soon as the Client is in default of the fulfilment of any obligation arising from the Agreement, including late payment of its invoices. The suspension shall immediately be confirmed to the Client in writing. In that case, Site4Work shall not be liable for any damage, in whatever form, resulting from the suspension of its activities. 

Article 26 - Force Majeure 

  1. Site4Work shall not be liable if as a result of a force majeure situation it is unable to comply with its obligations under the Agreement. 
  2. Force majeure on the part of Site4Work shall in any case include, but not be limited to: (i) force majeure of Site4Work's suppliers, (ii) failure to properly comply with obligations of suppliers prescribed or recommended by the Customer to Site4Work, (iii) defectiveness of third-party items, equipment, software or materials, (iv) government measures, (v) electricity failure, (vi) failure of Internet, data network and telecommunications facilities (for example due to: cybercrime, hacking and DDoS attacks), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems and (x) other situations that, in Site4Work's opinion, fall outside its sphere of influence that temporarily or permanently prevent the fulfillment of its obligations. 
  3. If a force majeure situation lasts longer than two months, the Agreement may be dissolved in writing by either Party. If under the Agreement any performance has already been carried out, in such a case settlement shall be effected proportionately without any liability of either Party to each other. 
  4. If Site4Work has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfil its obligations, it shall be entitled to separately invoice the part already delivered or the part that can be delivered, and the Client shall be obliged to pay this invoice. However, this does not apply if the part already delivered or deliverable has no independent value. 

Article 27 - Limitation of liability 

  1. If there is an attributable shortcoming on the part of Site4Work, Site4Work shall only be bound to pay any compensation if the Client has given Site4Work notice of default within 14 days of the discovery of the shortcoming, and Site4Work has subsequently failed to remedy this shortcoming within the reasonable period stated in the notice of default. The notice of default must be submitted in writing and contain such a precise description of the shortcoming and/or the defect that Site4Work is able to respond adequately. 
  2. If the performance of Services by Site4Work leads to Site4Work being liable, that liability shall be limited to the costs charged in connection with the (SaaS) service (but at most for a period of 12 months prior to the notice of default) in respect of direct damage. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, to determine the cause of damage, the direct damage, the liability and the manner of recovery as well as the costs of emergency provisions. 
  3. Site4Work shall not be liable for consequential damage, indirect damage, trading loss, loss of profit and/or suffered loss, missed savings, damage due to business stagnation and damage as a result of the use of Services provided by Site4Work, damage due to loss of data, damage due to exceeding of delivery terms, damage due to delay and damage due to interest. 
  4. Site4Work is not liable for damage that is or may be the result of any act or omission as a consequence of (incomplete and/or incorrect) information on the website or that of linked websites. 
  5. Site4Work is not responsible for errors and/or irregularities in the functionality of the website malfunctions or the unavailability of the website for any reason whatsoever.
  6. Liability of Site4Work for (the functioning of) third party plug-ins is excluded. Site4Work shall furthermore not be liable for damage that is caused as a result of or in connection with changes or work that have been carried out in or on the Site4Work website without the express permission of Site4Work. 
  7. Client is responsible for the proper security of his own computer, security of passwords and more. Site4Work shall not be liable under any circumstances. 
  8. Site4Work cannot be held responsible for the correct and complete transmission of the contents of an e-mail sent by/on behalf of Site4Work, nor for the timely receipt thereof. 
  9. The Client warrants the accuracy and completeness of the information and wishes provided by it in relation to the Agreement. 
  10. Client shall indemnify Site4Work for all claims by third parties as a result of a defect as a result of a service provided by Client to a third party that partly consisted of Services provided by Site4Work, unless Client can prove that the damage was caused solely by the Site4Work service.
  11. Any work and/or advice provided by Site4Work based on incomplete and/or incorrect information provided by the Client shall never constitute grounds for liability on the part of Site4Work.
  12. The content of the advice provided by Site4Work is not binding and is of an advisory nature only. The Client shall decide at his own responsibility whether to follow the proposals and advice from Site4Work referred to herein. All consequences resulting from following the advice shall be at the expense and risk of the Client. The client is at all times free to make his own choices that deviate from the advice given by Site4Work. Site4Work shall not be obliged to pay any form of restitution if this is the case.
  13. If a third party is engaged by or on behalf of the Client, Site4Work shall never be liable for the actions and advice of the third party engaged by the Client, nor for the processing of results (of advice drawn up) of the third party engaged by the Client in Site4Work's own advice.
  14. All claims of the Client for shortcomings on the part of Site4Work shall lapse if these have not been reported to Site4Work in writing and with reasons. Each claim for compensation against Site4Work must always be reported in writing, but at the latest within one year after the Client was aware or could have reasonably been aware of the facts on which it bases its claims. Site4Work's liability shall in any event end one year after the termination of the Agreement between the Parties. 

Article 28 - Secrecy 

  1. Site4Work and the Client undertake to keep secret all (confidential) information that is obtained as part of an Agreement. The confidentiality arises from the Agreement or can reasonably be expected to be confidential information. Parties will observe strict confidentiality with respect to all information they obtain about each other and from each other. All information and data carriers of the other Party will not be made available to third parties and must remain strictly confidential, unless the other Party has given its express prior written consent to do so. 
  2. Client is obligated to keep all website and other materials provided by Site4Work confidential, not to disclose them to third parties, or to give them in use, unless Site4Work has given express permission to do so. 
  3. If Site4Work is obliged on the basis of a statutory provision or a judicial decision to (co-)disclose confidential information to a third party indicated by the law or a competent court, and Site4Work cannot appeal to a right of non-disclosure, Site4Work shall not be held to pay any compensation and the Client shall not be entitled to dissolve the Agreement. 
  4. The obligation to maintain secrecy shall also be imposed by Site4Work and the Client on third parties engaged by them. 

Article 29 - Intellectual Property Rights 

  1. All intellectual property rights of Site4Work, including websites, data files, software, equipment and/or other materials made available to the Client, including but not limited to designs, analyses, reports, documentation and offers, as well as all preparatory materials for these, belong exclusively to Site4Work, and/or third parties and/or suppliers if these rights already belong to parties other than Site4Work. 
  2. The Client is prohibited from publishing and/or reproducing, changing or making available to third parties all documents and software in which Site4Work's IP rights and copyright are vested without the express prior written permission of Site4Work and an agreed monetary compensation. If the Client wishes to make changes to items delivered by Site4Work, Site4Work must explicitly agree to the intended changes. 
  3. The Client is prohibited from using the products that are subject to Site4Work's intellectual property rights in any other way than that agreed upon in the Agreement. Client shall only obtain a non-exclusive non-transferable right of use of the website, unless expressly agreed otherwise. 
  4. Furthermore, the Customer is not permitted to change or remove any designation concerning the confidential nature, copyrights, trade names, trademarks, or any other intellectual property right from the website, Documentation and/or other materials. 
  5. The parties shall inform each other and act jointly against any infringement of Site4Work's IP rights.
  6. Client shall indemnify Site4Work against claims from third parties relating to (possible) infringements and/or claims from third parties relating to what has been made available to Client as part of the Agreement. The Client shall immediately inform Site4Work about these infringements and/or claims. 
  7. Each infringement by the Client of the IP rights (and copyrights) of Site4Work shall be punished by a one-time penalty of € 10,000.00 (in words: ten thousand euros) and a penalty of € 500.00 (in words: five hundred euros) for each day that the infringement continues.

Article 30 - Indemnification and accuracy of information 

  1. The Client is personally responsible for the accuracy, reliability and completeness of all data, information, documents and/or records that he provides to Site4Work as part of the Agreement. The Client is also responsible for these data if they originate from third parties. 
  2. The Client shall indemnify Site4Work against any liability resulting from failure to meet the obligations in the previous paragraph or to do so in a timely manner. 
  3. The Client shall indemnify Site4Work against claims from third parties relating to intellectual property rights on the data and information provided by the Client that may be used in the execution of the Agreement, as well as with respect to the content of the advice and reports drawn up by Site4Work. 
  4. If Client provides electronic files, website or information carriers to Site4Work, Client shall guarantee that these are free of viruses and defects. 

Article 31 - Complaints 

  1. If the Client is not satisfied with the service or products of Site4Work or otherwise has complaints about the execution of the Agreement, the Client shall be obligated to report these complaints as soon as possible, but no later than within 14 days after the relevant reason that led to the complaint. Complaints can be reported verbally or in writing via jannes@site4work.nl. with the subject line "Complaint. 
  2. The complaint must be sufficiently substantiated and/or explained by the Client in order for Site4Work to process the complaint. 
  3. Site4Work shall respond to the complaint in terms of content as soon as possible, but no later than within 14 days of receipt of the complaint. 
  4. The parties will try to reach a solution together. 

Article 32 - Applicable law 

  1. Dutch law shall apply to the legal relationship between Site4Work and the Client. 
  2. Site4Work may unilaterally amend these general terms and conditions. The most current version can be found on the website.
  3. All disputes arising from or as a result of the Agreement between Site4Work and the Client shall be settled by the competent court of the District Court of Rotterdam, unless mandatory law provisions designate another competent court.

Amsterdam, November 12, 2020