General terms and conditions Site4Work
General Terms and Conditions of Site4Work
Company under firm Site4Work (hereinafter: Site4Work) is registered with the Chamber of Commerce under number 78132460 and is located at Rozengracht 218 (1016NL) in Amsterdam.
Article 1 - Definitions
- In these general terms and conditions, the following terms are used in the following sense unless expressly stated otherwise.
- Offering: Any offer or quotation to the Client to perform Services by Site4Work.
- Subscription: the monthly Subscription that allows the Client to develop a website or allows the Client to rent or host the website developed by Site4Work.
- Content creation: The process of creating ideas, designing both written and visual content in the broadest sense, on any format.
- Services: the Services offered by Site4Work are the development of websites made available to the Client via a Subscription, domain name registration, the creation of content and designs, various marketing services as well as social media management.
- SaaS service: the Services offered by Site4Work is to host the website developed by Site4Work on the platform used by Site4Work.
- Service provider: Site4Work offering Services to the Client hereinafter referred to as: Site4Work.
- Client: the natural or legal person acting in the exercise of a profession or business that Site4Work has appointed, granted projects to Site4Work for Services performed by Site4Work, or to which Site4Work has made a proposal under an Agreement.
- Agreement: any Agreement and other obligations between the Client and Site4Work, as well as proposals by Site4Work for Services provided by Site4Work to the Client 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.
- These general terms and conditions shall apply to every Offer by Site4Work, every Agreement between Site4Work and the Client and every Service offered by Site4Work.
- Before an Agreement (at a distance) 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 how the Client can inspect the general terms and conditions.
- Deviation from these general terms and conditions is not possible. In exceptional situations, it is possible to deviate from the general terms and conditions if this has been explicitly agreed in writing with Site4Work. The terms and conditions of the Client shall explicitly not apply.
- These general terms and conditions also apply to additional, amended and follow-up assignments from the Client.
- The general terms and conditions of the Client are excluded.
- If one or more provisions of these general terms and conditions are partially or wholly void or nullified, the remaining provisions of these general terms and conditions shall remain in effect, and the void/ nullified provision(s) shall be replaced by a provision with the same scope as the original provision.
- Uncertainties about the content, interpretation or situations that are not regulated in these general terms and conditions must be assessed and explained according to the spirit of these general terms and conditions. The agreements in the Agreement are leading, and take precedence over these general terms and conditions.
- The applicability of Articles 7:404 and 7:407 (2) of the Civil Code is explicitly excluded.
- The rights and obligations under the Agreement between the Parties may not be transferred by the Client to a third party unless Site4Work gives the Client express and prior consent. Site4Work shall be free to attach further conditions to this.
- Where reference is made in these general terms and conditions to she/he/him, this should also be construed as a reference to he/she/his, if and to the extent applicable.
Article 3 - The Offer
- All Offers made by Site4Work shall be without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this shall be expressly stated in the Offer.
- Site4Work shall only be bound by an Offer if its acceptance is confirmed in writing by the Client within 30 days. Nevertheless, Site4Work is entitled to refuse an Agreement with a potential Client for a reason well-founded for Site4Work.
- The Offer contains a description of the Services offered. The description is detailed enough to enable the Client to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot bind Site4Work. Any pictures and data in the Offer are only an indication and cannot be a ground for any compensation or dissolution of the Agreement. Furthermore, all Offers shall be made on data provided by the Client. Offers expire if the data provided by Client are incorrect or incomplete.
- Offers or quotations do not automatically apply to follow-up orders.
- Delivery times and deadlines in Site4Work's offer are indicative and if exceeded shall not entitle the Client to dissolution or damages, unless expressly agreed otherwise.
- A compound quotation shall not oblige Site4Work to deliver part of the items included in the offer or quotation at a Corresponding part of the stated price.
Article 4 - Establishment of the Agreement.
- 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 by explicitly and unambiguously agreeing to the Offer by e-mail.
- Site4Work shall not be bound by an Offer if the Client could reasonably have expected or should have understood that the Offer contains an obvious mistake or clerical error. The Client cannot derive any rights from this mistake or slip of the pen.
- Any Agreement entered into with Site4Work or any project awarded to Site4Work by the Client shall reside with the Company and not with any individual associated with Site4Work.
- If the Client cancels an already confirmed Agreement, the actual costs incurred up to that point (including time spent) will be charged to the Client.
- The Client's right of withdrawal is excluded unless otherwise agreed.
- If the Agreement is entered into by more than one Principal, each Principal is individually jointly and severally liable for the fulfillment of all obligations arising from the Agreement.
Article 5 - Duration of the Agreement
- If and insofar as an Agreement has been concluded between the Client and Site4Work, the term of this Agreement shall in any case be one year, unless expressly agreed otherwise.
- The Agreement (being a Subscription) shall be tacitly renewed each time after the expiry of the first subscription period by the originally agreed term, 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 shall only be possible after one year has elapsed.
- The Agreement shall be tacitly renewed each year for the originally agreed term, unless the Client or Site4Work has terminated the Agreement in writing with one month's notice before the end of the agreed term in question.
- Both the Client and Site4Work may dissolve the Agreement on the grounds of an attributable failure to comply with the Agreement if the other party has been given notice of default in writing, and has been given a reasonable term in which to comply with its obligations, and it fails imputably to do so. This also includes the Customer's payment and cooperation obligations.
- Dissolution of the Agreement shall not affect the payment obligations of the Client if Site4Work has performed work or delivered performance at the time of dissolution.
- In the event of premature termination of the Agreement, the Client shall owe Site4Work the actual costs incurred up to that point based on the set (hourly) rate. Site4Work's (hourly) registration shall be leading in this.
- Both the Client and Site4Work may terminate all or part of the Agreement in writing with immediate effect without further notice of default in the event that one of the Parties has been granted a moratorium on payments, bankruptcy has been applied for or the company concerned ends as a result of liquidation or other than a merger or reconstruction of the company. If a situation as referred to above occurs, Site4Work shall never be obliged to refund monies already received and/or compensation for damages.
- All post-contractual obligations from these terms and conditions and the Agreement that by their nature are intended to continue even after dissolution of the Agreement shall survive dissolution. This includes in any case the provisions on confidentiality, intellectual property rights, liability and dispute resolution and choice of law provisions.
Article 6 - Execution of the Agreement
- Site4Work shall make every effort to execute the Agreement with the utmost 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 in writing that is described in detail.
- When performing the Services, Site4Work shall not be obliged or obliged to follow the instructions of the Client 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 additional costs accordingly.
- Site4Work is entitled to engage third parties for the performance of the Services at its own discretion.
- If Site4Work, pursuant to a request or order of a governmental authority and/or a legal obligation, performs work with respect to data of the Client, the costs associated with this shall be borne solely by the Client.
- In the event of changes, Site4Work may continue the performance of the Service with the modified version of the software. Site4Work shall never be obliged or obliged to maintain, change or add certain functionalities and/or specific properties.
- 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.
- 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 Customer does not agree with this, the Parties must consult with each other. The Client may only terminate the Agreement in writing by the date on which the change comes into effect, if the changes are not related to changes in relevant legislation or regulations or if Site4Work will bear the costs of the change.
- Site4Work shall not be obliged to provide the Client with a physical carrier containing the software.
- If Site4Work also backs up the Client's data pursuant to the Agreement, Site4Work shall make a backup at set times in accordance with the Agreement and keep it in accordance with the agreed term. However, the Client itself shall be responsible for complying with its statutory retention and administrative obligations.
- Site4Work shall be entitled, but never obliged, to investigate the correctness, completeness or consistency of the source materials, requirements or specifications made available to it and, if any imperfections are found, to suspend the agreed work until such time as the Client has removed the imperfections in question.
- Unless otherwise agreed, Site4Work shall 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 expressly indemnifies Site4Work against claims from third parties regarding the use of the above.
- Site4Work shall retain the source files of the designs for 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 delete the source files after this period. If the Client does not issue follow-up orders regarding this Design until after this period, Site4Work shall be entitled to charge for the redevelopment, restoration or retrieval of these source files.
- Insofar as it has been agreed that Site4Work shall post content or make adjustments to the Client's Social media account, the Client shall grant Site4Work access to all places, Services and Social media under its control for this purpose insofar as reasonably necessary for the effective performance of the Agreement.
Article 7 - Obligations of Client
- The Client shall be obliged to provide all information requested by SiteWork as well as relevant appendices and related information and data in time and/or before the start of the work and in the desired form for the correct and efficient execution of the Agreement. Failing this, Site4Work may not be able to fully execute and/or deliver the documents concerned. The consequences of such a situation shall at all times be at the expense and risk of the Client.
- Site4Work is not obliged to check the accuracy and/or completeness of the information provided to it or to update the Client with regard 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.
- If necessary for the execution of the Agreement, Site4Work may request additional information. Failing this, Site4Work shall be entitled to suspend its work until the information has been received, without being obliged to pay any compensation for damages on any account whatsoever to the Client. In the event of changed circumstances, the Client must inform Site4Work of this immediately or at the latest 5 working days after the change has become known.
- The Client is obliged to protect all technical protections and other features of Site4Work's website, and to respect the intellectual property rights applicable to the website.
- Client shall provide suitable equipment and an environment for use.
Article 8 - Development of designs and corporate identities.
- The Client shall record all wishes and requirements for the development of a design in writing. Site4Work may deviate from this in consultation with the Client if it deems it necessary and/or desirable to achieve the desired result.
- The development of the design, unless the Parties agree on a different working method, will take place in accordance with the following working method in 4 phases:
- Phase I: concept development. The parties consult with each other to translate the Client's wishes into a design. The information provided by the Client regarding the number of items and visual characteristics, among other things, is crucial. Site4Work then draws up a quotation that the Client must approve or reject according to the agreed method.
- Phase II: visualization. After approval of the quotation, depending on the product(s), an appropriate design will be created that will fit the corporate identity of the client or will be the start of the corporate identity of the client which will serve as a basis for further creative development. Site4Work will provide x number of sketches from which one or more designs can be chosen. The selected sketch(s) will be developed. After approval of such a design, as well as the quotation drawn up for it, this design can be regarded as the Client's product, which serves as the basis for further creative elaboration. Client will receive up to 3 sketches from which one can be chosen. Out design of the first choice will be done and color variations can be chosen by Client.
- Phase III: feedback. Such a product is then further tuned according to the instructions of the Client. In doing so, the Client shall be entitled to X number of adjustments, as determined by Site4Work upon entering into the agreement. The Client shall be obliged to assess the house style and/or give its approval within a maximum period of 7 days, unless another period has been expressly agreed. The parties may agree that the Client is entitled to an additional number of rounds of adjustments after an initial approval. If more rounds of adjustments are necessary, or major changes are required, an additional fee may be charged.
- Phase IV: delivery. After the reflection period as mentioned in phase III, the developed design is final provided no adjustments/feedback have been made here. Otherwise, Site4Work shall make a final round of adjustments and the design shall be final after this. In accordance with the offer or agreement, the Client shall receive the design.
- The Client shall only obtain a limited non-transferable license to use the graphic design. All previous designs and sketches and other products shall remain the property of Site4Work and cannot be used by the Client, unless further agreements are made about this.
- The Client is prohibited from making changes (or having changes made) to Site4Work's designs without prior express written permission.
Article 9 - Content creation
- Site4Work may, if commissioned to do so, take care of content creation as part of the marketing services or otherwise. If any guarantee is thereby given, it shall be limited to what has been expressly agreed in writing.
- The Client shall notify Site4Work in writing prior to the commencement of the work of all circumstances that are or may be relevant including any items and priorities for which the Client wishes attention.
- Content creation is an expression of creativity and taste. If the Client agrees to the Quotation as used by Site4Work, this also implies that the Client agrees to Site4Work's own approach and style. Site4Work shall be entitled to carry out the work according to its own technical and creative insight insofar as nothing has been explicitly stated about this by the Client. All specific requirements and wishes of the Client must be laid down in writing jointly by the parties.
- If Site4Work is forced to hire additional material or space or the expertise of third parties in order to execute the Agreement effectively, or if it appears afterwards that more time is needed, extra costs may be charged for this during the Agreement, all this on the basis of subsequent calculation. Site4Work shall inform the Client of this in good time. The Client must agree to this in writing.
- Site4Work may require the Client to make additional arrangements regarding the execution, costs or duration of the Agreement if, in Site4Work's opinion, weather conditions or other external factors prevent the effective execution of the Agreement. Such circumstances may in such a case give rise to the performance of additional work.
- The copyright on Site4Work's works shall belong exclusively to Site4Work, unless explicitly agreed otherwise. Permission for use of a work by the Client shall only be granted in advance in writing in the form of a license as described by Site4Work in the offer according to its nature and scope. With regard to the transferability of copyrights, naming on a work or an infringement of Site4Work's copyrights, Section 25 of the Copyright Act shall apply.
- If the Client requests ownership on the works, this can only be transferred with Site4Work's explicit consent, in which case additional charges shall be levied. Site4Work may require the Client to conclude a separate agreement for that purpose. However, Site4Work shall never be obliged to comply with this request.
Article 10 - Website development
1 .Site4Work shall provide an online service (SaaS service) with which the Client can manage and edit the websites developed by Site4Work. With the SaaS service provided, the Client can modify the design of its website, place its own content and/or operate a web shop.
- Site4Work offers the SaaS service in different packages and corresponding Subscriptions. After expiration of the Subscription, Client has no right to continue the website. However, Client can take over the designed design.
- Site4Work may draw up an advice, plan of action, planning and/or report for the benefit of the service provision. The content of these shall not be binding and shall only be of an advisory nature, but Site4Work shall observe its duty of care. The Client shall decide on its own responsibility whether to follow the advice.
- Client is obliged to provide all necessary information on time, completely, correctly and in the desired form for the development of the website (which also includes data files, software, documentation, advice, reports, analyses and designs). The Subscription shall take effect one month after the Agreement is concluded. If Site4Work's work is delayed due to late delivery of the necessary information and the website is therefore not completed within this month, this shall not prevent the Subscription from starting.
- The parties shall record in writing all features, functionalities, characteristics and more of the website to be developed. The website will be created solely on the basis of these agreements agreed upon in writing. If the arrangements made are too brief to meet the wishes of the Client, the parties shall consult and adjust the arrangements or the Agreement accordingly.
- Site4Work shall at all times be entitled to require approval from the Client before any work developed by it is delivered and made available through the Subscription purchased by the Client.
- Client acquires a non-exclusive, non-transferable and non-sublicensable right of use of the website from the moment Client has fully complied with its (payment) obligations, except in the case that the parties have explicitly agreed otherwise in writing. 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 Client.
- The website developed by Site4Work is delivered when the Client has signed or explicitly approved the website within a maximum period of 7 calendar days, unless a longer period has been agreed upon. To this end, the Client can check the written agreements. After the unused expiration of this period, Client is deemed to have agreed to the website. Any repairs after this period will be considered additional costs.
- The parties may agree on a test period during which the Client shall identify any errors and/or defects. These defects must be reported to Site4Work in writing. They shall be repaired at Site4Work's expense, unless there are user errors or faults that cannot be attributed to Site4Work. The repair period shall be a reasonable period, or at least 7 days after the defects have been reported or confirmed by Site4Work.
- 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 have not previously been agreed in writing, the changes need to be made on the basis of a new order. The Client is only entitled to a limited number of revision rounds which will be agreed upon in the Agreement.
- At Site4Work's first request, the Client shall be obliged to evaluate proposals submitted by Site4Work, at least within the agreed period. If Site4Work is delayed in its work because the Client fails to submit an evaluation of a proposal made by Site4Work, or fails to do so on time, the Client shall at all times be responsible for the consequences resulting from this, such as delay.
- Client has an independent responsibility for all content that Client makes available on or through the website. By posting information on the website, Client warrants that it owns all data it publishes or is authorized/privileged to publish/public such information on the website. User warrants that any information and/or data it publishes through the website does not infringe on the intellectual property rights of any third party or violate any applicable laws/ and regulations.
- The Client is furthermore prohibited from publishing content on the website and/or distributing content via the website in violation of Dutch laws and regulations, which in any case includes: data without permission of the copyright holder, defamatory information, or information that insults, intimidates, defames, discriminates, threatens, is racist in nature, is 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 (also stalking), as well as torrents, viruses, spam, backlinks and hyperlinks (pointing to such information on third-party websites), loans, lotteries and/or gambling (gambling), drugs as well as any other type of harmful and/or illegal content that may harm third-party Internet or email traffic or the website. Site4Work may remove posted content that contains any or all of the above content. Site4Work shall 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.
- The nature of the services entails that the result is partly dependent 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. Client is responsible for the quality and for the timely and correct delivery of the necessary data and information.
Article 11 - (Up)Delivery
- If the start, progress or delivery of the Services is delayed because, for example, the Client has not provided all of the requested information or has not provided all of it on time, insufficient cooperation, the advance payment has not been received by Site4Work on time or because of other circumstances that are for the account and risk of the Client, Site4Work shall be entitled to a reasonable extension of the delivery period. Under no circumstances shall the stated terms be firm deadlines, nor can Site4Work be held liable for exceeding the agreed term.
- All damages and additional costs resulting from 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.
- If the Client must give approval, Site4Work shall be entitled to suspend the execution of the Agreement until such time as the Client has given its approval.
- Site4Work shall make every effort to provide the services within the agreed term, insofar as this can reasonably be expected of it. In the event of urgency, the Client shall be obliged to reimburse Site4Work for the additional costs involved.
- Site4Work shall make every effort to provide the Service as much as possible in accordance with the Offer.
- Site4Work shall be entitled to sign all its designs and/or developed designs-websites, or to mention its name (or have it mentioned). It shall also be entitled to use all its design, designs and all matters subject to its intellectual property rights for its own promotion and/or publicity without (prior) explicit permission from the Client.
- After delivery, the responsibility for correct compliance with the relevant third party licenses when using the developed lies with the Client. Site4Work shall adequately inform the Client about the applicable license conditions.
Article 12 - Risk transition
The risk of theft and loss, embezzlement or damage to data, documents, software, data files and/or items that are used, made or delivered as part of the execution of the Agreement shall pass to the Client at the time when they are actually made available to the Client, or at the time when the website is used for the first time. If and insofar as any damage is thereby incurred by the Client, Site4Work shall be obliged to deliver a replacement website at the cost price of the data carriers. Reinstallation and/or implementation shall take place at the agreed rate unless otherwise agreed.
Article 13 - Warranties
- Site4Work shall perform the Services in accordance with the standards applicable in the industry. If any guarantee is thereby given, it shall be limited to what has been expressly agreed in writing. During the guarantee period, Site4Work shall guarantee the sound and usual quality of the delivered goods or services.
- The Client may only invoke the guarantee given by Site4Work if the Client has fulfilled its monthly payment obligations in full.
- If the Client rightly invokes the warranty, Site4Work shall be obliged to carry out repair or replacement free of charge. If, in addition, there is any additional damage, the applicable liability provisions of these general terms and conditions shall apply.
- Site4Work does not guarantee that the website will function without errors and/or interruptions. Site4Work shall make every effort to repair errors in the software within a reasonable term. The repair shall only apply to websites that have been developed by Site4Work itself, and the defects have been reported by the Client in a timely manner. 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 can be repaired in consultation at the expense and risk of the Client.
- Client accepts the website "As is.
- The Client must immediately report an observed defect in writing and in detail to Site4Work in such a way that Site4Work is able to reproduce and repair the defects. The defect has been reported the moment the Client provides confirmation of the report to the Client from Site4Work.
- 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.
- The content of the advice provided by Site4Work is not binding and is only advisory in nature. The Client shall decide for itself and at its own responsibility whether to follow the proposals and advice given herein by Site4Work. Any consequences arising from following the advice shall be at the expense and risk of the Client. The Client shall be free at all times to make its own choices that deviate from the advice provided by Site4Work. Site4Work shall not be bound to any form of refund if this is the case.
- Repair also includes providing temporary solutions. The warranty shall never include the recovery of mutilated or lost data. Site4Work shall not be obliged to restore these data. If agreed, Site4Work may provide reasonable cooperation, but shall never be responsible or obliged to restore any mutilated and/or lost data. The Client shall at all times take measures to prevent and limit disruptions, defects, mutilation and/or loss of data, whether or not based on information provided by Site4Work.
- Site4Work shall not be responsible for errors and/or irregularities in the functionality of the website and shall not be liable for the unavailability of the website for any reason whatsoever. This also includes the unavailability of the Client's website as a result of an unforeseen malfunction and/or force majeure.
- Liability of Site4Work for (the functioning of) third-party plug-ins is excluded. Site4Work shall not be liable for damage caused as a result of, or in connection with, changes made or work done in or on the Site4Work website that has taken place without Site4Work's express permission.
- During the warranty period, the Client shall only be entitled to invoke this warranty provision and Site4Work shall not be obliged to pay any compensation for damages caused by the defects found during the warranty period.
- If a defect during the warranty period is not covered by the free of charge repair, Client shall reimburse the relevant costs.
- Site4Work does not guarantee that the software to be made available, as part of the SaaS service, shall be adapted in a timely manner to changes in relevant laws and regulations but shall make every effort to realize this as timely as possible.
Article 14 - Use and maintenance of website
- 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 by these terms and conditions.
- If agreed, Site4Work shall perform maintenance on the website. The scope of the maintenance obligation shall extend to what has been explicitly agreed by the Parties. Even if this has not been explicitly agreed, Site4Work may perform maintenance work or interrupt the performance of its services if it deems this necessary for the purpose of being able to perform maintenance. Performing maintenance may also cause interruptions in the execution of the services, which shall not entitle the Client to compensation.
- The Client is obliged to report any defects, errors or other malfunctions in the website to Site4Work in writing, after which Site4Work shall repair the errors and/or make improvements to the best of its ability in accordance with its usual procedures. If desired, Site4Work shall be entitled to apply temporary solutions first, after which a structural solution can be devised and implemented in consultation with the Client.
- The Client shall be obliged to provide its cooperation to Site4Work upon first request.
- Despite the agreed maintenance obligations of Site4Work, the Client has an independent responsibility for the management and use of the website.
- 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 acts, as well as to perform other acts necessary for the purpose of maintenance. The Client shall also be responsible for the instruction to and use of the website by third parties engaged by the Client.
- Maintenance shall in principle include the following Services (i) corrective, (ii) preventive and (iii) adaptive maintenance. In case of corrective, preventive and/or adaptive maintenance, Site4Work shall be entitled to take the (Saas) Service fully or partially (temporarily) out of service. The Client shall not be entitled to any compensation during this interruption. Site4Work shall arrange for the interruption to take place as far as possible outside office hours and no longer than is necessary for the maintenance.
- Site4Work is entitled to make changes to the technology of the data network or telecommunications network and other changes to the services offered by Site4Work. These changes may possibly affect the peripheral equipment used by the Client, for which Site4Work cannot be obliged to pay any compensation.
Article 15 - Hosting services
- If the agreed services include storage and/or forwarding of material supplied 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 place restrictions on the size of the hosting account.
- 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 permission of the copyright holder, defamatory information, or information that insults, discriminates, threatens, is racist in nature, is hate speech, and information that contains child pornography or otherwise punishable pornography. Also, information that violates the privacy of third parties (also stalking), as well as torrents, spam and hyperlinks pointing to such information on third-party websites.
- In the event of (possible) criminal acts, Site4Work shall be entitled to report this and to hand over the information provided by the Client to the competent authorities, as well as to perform all acts required of it as part of the investigation.
- Site4Work shall be entitled to dissolve and/or terminate the Agreement with the Client in case of abuse as named in the previous paragraph and/or possible criminal offenses by the Client.
- The Client must refrain from inflicting any damage or actions that he/she can reasonably suspect of inflicting damage on 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, the Client can only use its e-mail if an external e-mail service is purchased that Site4Work can link to the domain name or website. The removal of e-mail from the purchased (hosting) package for this reason shall not result in a price reduction.
- The Client shall indemnify Site4Work for any damage resulting from the above. Site4Work shall not be liable for any damage suffered by the Client as a result of its actions.
- The Client is prohibited from reselling and/or renting out the services, unless explicitly agreed otherwise.
- Site4Work may set a maximum amount of storage space that the Client may use in the context of the Service. If this maximum is exceeded, Site4Work shall be entitled to charge an additional amount. No liability shall exist for consequences of not being able to send, receive, store or change data if an agreed storage space limit has been reached.
- In the event of extremely high data traffic, Site4Work shall be entitled at its own discretion to take the Client's website down temporarily. This includes DDoS attacks, brute force attacks, server overload or if the Client causes a nuisance to the Site4Work server in any other way.
- In addition to the obligations under the law, damage resulting from incompetence or failure to act in accordance with the above points shall be for the account and risk of the Client.
Article 16 - Connectivity
- Each month, the actual consumption of Customer will be reviewed. If the actual usage differs from the expected usage, the scope of service purchased may be adjusted. An increase will be implemented immediately. A reduction can only be made at the end of period of this Agreement.
- Data traffic is not transferable to the next month and/or other equipment unless otherwise agreed upon.
- Data traffic means all network traffic generated by Client, incoming and outgoing. Incoming and outgoing traffic are added together for the calculation of data traffic. This also includes e-mail traffic. Client shall refrain from sending mailings and/or newsletters via standard e-mail accounts.
- Site4Work may impose a maximum on the amount of data traffic per month that the Client may use in the context of the Service. If this maximum is exceeded, Site4Work shall be entitled to charge an extra amount, in accordance with the amounts for extra data traffic stated on the website. No liability shall exist for 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
- Site4Work offers domain name registration at the request of the Client at the applicable rates. The 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.
- Domain name registration, including the application, granting, use and holding of a domain name, is always subject to the rules of the registering authority concerned. Site4Work only has a best-efforts obligation and offers no guarantee about the allocation of a domain name. The Client is responsible for the correct provision of a domain name and cannot hold Site4Work liable for registering the wrong domain name due to a (typing) error by Site4Work. It is up to the Client to check this and adjust it if necessary.
- The Client owes Site4Work a fee for the registration, use and holding of the domain name. This fee falls within the Subscription as concluded by the Client, upon termination of the Subscription, the Client has the option to take over the domain name.
- The Client shall indemnify Site4Work against any claims from third parties arising from infringements of intellectual property rights and all claims related to the use and possession of the domain name. This shall also include all claims by third parties regarding the content of the Webshop, where Site4Work is held liable as the holder and/or administrator of the domain name. The client itself shall at all times remain responsible and liable for all claims by third parties. Site4Work shall exercise its right of recourse if possible.
Article 18 - Notice and takedown
If and insofar as there is an infringement of rights of Site4Work or third parties and/or unlawful action by the Client, Site4Work shall be entitled to shut down that part of the service immediately or exclude the Client from use. Site4Work shall remove any infringing/harmful information immediately. As a result, the Client may not be able to use Site4Work's service or use it to its full extent. Under no circumstances shall Site4Work be liable for any damage of any kind suffered as a result of the (temporary) disconnection of the service and/or the removal or transmission of the data placed by the Client.
Article 19 - (Online) marketing
- Site4Work does not guarantee results regarding the provision of marketing services. Site4Work only applies a certain strategy that has produced results in the past. Neither can Site4Work make any promises in this regard, but Site4Work shall make every effort to obtain an improved position for the Client in Google or other visibility.
- If Site4Work sets up SEO and/or SEA on behalf of the Client, the budget for the SEO and/or SEA shall be determined by the Client. If Client requires more work than is possible based on the current rate, more costs should be charged for this.Such services within the framework of SEO shall be clearly and in writing. Client may provide content and/or information for this purpose.
- Client must provide their own SEO and/or SEA texts. Site4Work uses its own approach and style with regard to SEO services. If the Client has agreed to Site4Work performing SEO services, the Client has also agreed to the approach used by Site4Work and the texts drawn up by Site4Work. The Client should make further agreements with Site4Work in this regard.
- Furthermore, the performance of SEO and/or SEA services is subject to guidelines, rules and policies of third parties such as, for example, Google. The services shall be performed by Site4Work taking into account the restrictions set by the third parties concerned. If agreed upon, Client must first give an approval before the advertisement can be further prepared and/or placed.
- In case of other Marketing services such as direct mailing, Site4Work shall never be responsible for incomplete or incorrect delivery of required information for the direct mailing by the Client, as a result of which Site4Work does not perform its services as expected by the Client.
- If it has been agreed that Google Adwords should be used for the purpose of the Marketing Services, the Client should provide Site4Work with access to its Google Adwords account. Also, Site4Work must obtain authorization from the Contractor to use the account.
Article 20 - Social media management
- As part of its services, Site4Work may manage the Client's Social media accounts for the purpose of improving the account, market position, brand awareness or image (promotion). If it has been agreed that Site4Work shall carry out such Social media management, the Client shall provide its full cooperation, as well as access to its website, account and all the codes and log-in data required for that purpose at Site4Work's first request, unless otherwise agreed.
- The scope of social media management shall only extend to what has been explicitly agreed by the parties. In principle, Site4Work shall only post content insofar as this has been provided by the Client or insofar as the Client has given its explicit prior consent. Site4Work shall never place content without the (prior) knowledge or approval of the Client. All content, changes (to the layout) or other improvements made by Site4Work shall be proposed to the Client insofar as Site4Work considers these changes to be in the interests of the Client.
- The nature of the service implies that any results to be achieved depend 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 including, but not limited to, algorithms, rules, guidelines, policies, technological developments as well as human actions such as surfing behavior, may therefore affect Site4Work's results and method of operation. Site4Work shall perform its work taking into account the aforementioned factors and taking into account any changes thereof. The aforementioned provisions shall never provide the Client with a ground for dissolution of the Agreement or a right to compensation.
- If, in Site4Work's opinion, the work goes beyond 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 performance of the services. This includes writing texts, designing logos, layouts, taking photos and more.
- In addition, despite Site4Work's agreed services, the Client shall always have an independent responsibility for the use of its Social media account(s). If third-party licenses are necessary for the use of Social media or works of intellectual property (such as photos, videos, layouts), the Client shall acquire these licenses and ensure that the provisions contained therein are strictly observed.
- Unless otherwise agreed, the Client is required to provide all content intended for Posts at least 1 week prior to the posting of these Posts.
- Performing Social media management may cause (temporary) interruptions or changes in find position (ranking) on the various Social media channels with respect to the Client's account, which does not entitle the Client to compensation.
- For the execution 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 performed subject to the restrictions set by the parties concerned.
- If the Client itself wishes to make interim changes to the Social media account or has such changes made by third parties, it shall first consult with Site4Work before these changes are implemented. The Client itself shall be responsible for all consequences of changes or adjustments on the initiative of the Client that have not been explicitly approved in advance by Site4Work or to which it has otherwise agreed in advance. Any harmful consequences due to the aforementioned changes or adjustments shall not be a ground for liability on the part of Site4Work.
Article 21 - Additional work and changes
- If, during the execution of the Agreement, it appears that the Agreement needs to be amended, or further work is required at the request of the Client to achieve the Client's desired result, the Client shall be obliged to pay for this additional work in accordance with the agreed rate. Site4Work shall not be obliged to comply with this request, and may require the Client to conclude a separate Agreement for this purpose.
- The 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 the Customer. The Client will be informed as soon as possible. If the Customer does not agree with this, the Parties must consult with each other. The Client may only terminate the Agreement in writing by the date on which the change comes into effect, if the changes are not related to changes in relevant legislation or regulations or if Site4Work will bear the costs of the change.
Article 22 - Prices and payment
- All prices are in principle exclusive of sales tax (VAT), unless otherwise indicated.
- Site4Work shall perform its services in accordance with the agreed (hourly) rate.
- If the Agreement is entered into for the duration of one year, Client has the choice of paying this fee in a lump sum prior to the agreed subscription period, or in monthly installments. If payment is made in monthly installments, the payment will be made by direct debit for which the Client has given explicit permission by signing the authorization included in a 1 cent payment via a link in the mail.
- The Client shall be obliged to fully reimburse the costs of third parties deployed by Site4Work after approval by the Client unless expressly agreed otherwise.
- The parties may agree that the Client is required to make an advance payment. If an advance payment has been agreed upon, the Client must pay the advance payment in full before the performance of services is commenced.
- The Client cannot derive any rights or expectations from an estimate issued in advance, unless the Parties have expressly agreed otherwise.
- 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 are expressly stipulated in the Agreement.
- The Client must pay the invoice in a lump sum, without setoff or suspension, within the specified payment period as stated on the invoice, to the account number and details of Site4Work made known to it.
- In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or petition for payment against Client, payment and all other obligations of Client under the Agreement shall become immediately due and payable.
Article 23 - Collection policy
- All payment terms set by Site4Work shall be deadlines. If the Client fails to meet its payment obligation, and has not fulfilled its obligation within the term of payment set for it, the Client shall be in default by operation of law.
- From the date that the Client is in default, Site4Work shall, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment, and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code to be calculated according to the graduated scale from the Decree on compensation for extrajudicial collection costs of 1 July 2012.
- If Site4Work has incurred more or higher costs that are reasonably necessary, these costs shall be eligible for reimbursement. Judicial and execution costs incurred shall also be borne by the Client.
Article 24 - Privacy, data processing and security
- Site4Work shall handle the (personal) data of the Client and Clients of the website with care and shall only use them in accordance with the privacy statement. If requested to do so, Site4Work shall inform the person concerned.
- The Client itself is responsible for the processing of data processed using a Site4Work Service. The Client also guarantees that the content of the data is not unlawful and does not infringe on any third party rights. In this context, the Client shall indemnify Site4Work against any (legal) claim related to these data or the execution of the Agreement.
- If the Agreement requires Site4Work to provide security for information, such security shall meet the agreed specifications and a level of security that is not unreasonable given the state of the art, the sensitivity of the data, and the associated costs.
- Parties should 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 should enter into a processing agreement for this purpose.
- Client has obligations to third parties under the General Data Protection Regulation. These include, but are not limited to, the obligation to provide information, allow inspection, correct and delete personal data of data subjects. The Client itself is solely and fully responsible for the proper fulfillment of these obligations. Site4Work is a "Processor" in the sense of the AVG with regard to these personal data. Site4Work shall provide support as much as is technically possible.
Article 25 - Suspension
- Site4Work shall be entitled to retain the data, data files, software and more received or realized by it if the Client has not yet (fully) fulfilled its payment obligations, even if it had been paid, would be obliged to do so.
- Site4Work shall be entitled to suspend the fulfillment of its obligations as soon as the Client is in default of the fulfillment of any obligation arising from the Agreement, including late payment of its invoices. The suspension shall be confirmed in writing to the Client immediately. In that case, Site4Work shall not be liable for any damage, in whatever form, as a result of the suspension of its work.
Article 26 - Force majeure
- Site4Work shall not be liable if it cannot fulfill its obligations under the Agreement as a result of a force majeure situation.
- Force majeure on the part of Site4Work shall in any case include, but not be limited to: (i) force majeure of suppliers of Site4Work, (ii) failure to properly comply with obligations of suppliers prescribed or recommended by the Customer to Site4Work, (iii) defectiveness of goods, equipment, software or materials of third parties, (iv) government measures, (v) electricity failure, (vi) failure of internet, data network and telecommunication facilities (e.g. due to: cyber crime, hacking and DDoS attacks), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems and (x) other situations that, in the opinion of Site4Work, are outside its sphere of influence that temporarily or permanently prevent compliance with its obligations.
- If a force majeure situation lasts longer than two months, the Agreement may be rescinded in writing by either Party. In such a case, if any performance has already been made under the Agreement, it shall be settled proportionately without any indebtedness of each Party to the other.
- If Site4Work has already partly fulfilled its obligations when the force majeure occurs, or can only partly 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 and/or deliverable part has no independent value.
Article 27 - Limitation of liability
- If there is an attributable deficiency on the part of Site4Work, Site4Work shall only be obliged to pay any compensation if the Client has given Site4Work notice of default within 14 days of discovery of the deficiency and Site4Work has not subsequently rectified this deficiency within the reasonable term mentioned in the notice of default. The notice of default must be submitted in writing and contain such an accurate description of the deficiency or defect that Site4Work is able to respond adequately.
- If the performance of Services by Site4Work leads to Site4Work's liability, that liability shall be limited to the costs charged in connection with the (SaaS) service (but at most over a period of 12 months prior to the notice of default) with respect to direct damage. Direct damage means: reasonable costs incurred to limit or prevent direct damage, the determination of the cause of damage, the direct damage, the liability and the manner of repair as well as the costs of emergency provisions.
- Site4Work shall not be liable for consequential damage, indirect damage, trading loss, loss of profits and/or losses suffered, 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 delivery deadlines, damage due to delay and interest damage.
- Site4Work is not liable for damages that are or may be the result of any act or omission as a result of (imperfect and/or incorrect) information on the website or that of linked websites.
- Site4Work is not responsible for errors and/or irregularities in the functionality of the website malfunctions or unavailability of the website for any reason.
- Liability of Site4Work for (the functioning of) third-party plug-ins is excluded. Furthermore, Site4Work shall not be liable for damage that has arisen as a result of, or in connection with, changes made or work done in or on the Site4Work website without the express permission of Site4Work.
- Client is responsible for the proper security of his own computer, security of passwords and more. Under no circumstances is Site4Work liable.
- Site4Work does not guarantee the correct and complete transmission of the content of and e-mail sent by/on behalf of Site4Work, nor its timely receipt.
- Client warrants the accuracy and completeness of the information and requirements provided by it with respect to the Agreement.
- The Client shall indemnify Site4Work against all claims by third parties as a result of a defect as a consequence of a service provided by the Client to a third party that consisted in part of Services provided by Site4Work, unless the Client can prove that the damage was caused solely by Site4Work's service.
- Any work and/or advice delivered by Site4Work, based on incomplete and/or incorrect information provided by the Client, shall never constitute grounds for liability on the part of Site4Work.
- The content of the advice provided by Site4Work is not binding and is only advisory in nature. The Client shall decide for itself and at its own responsibility whether to follow the proposals and advice given herein by Site4Work. Any consequences arising from following the advice shall be at the expense and risk of the Client. The Client shall be free at all times to make its own choices that deviate from the advice provided by Site4Work. Site4Work shall not be bound to any form of refund if this is the case.
- 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 as well as the processing of results (of advice drawn up) of the third party engaged by the Client in Site4Work's own advice.
- All claims by the Client due to shortcomings on the part of Site4Work shall lapse if they have not been reported to Site4Work in writing, giving reasons. Any claim for compensation against Site4Work must always be reported in writing, but at the latest within one year after the Client became aware or could reasonably have become aware of the facts on which it bases its claims. Site4Work's liability shall in any case end one year after the termination of the Agreement between the Parties.
Article 28 - Secrecy
- Site4Work and the Client undertake to keep confidential all (confidential) information obtained under an Agreement. Confidentiality arises from the Agreement or which can reasonably be expected to be confidential information. The 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 shall not be made available to third parties and shall remain strictly confidential, unless the other Party has given prior express written consent to do so.
- The Client is obliged to keep all website and other materials provided by Site4Work confidential, not to disclose them to third parties or give them into use, unless expressly authorized by Site4Work.
- If Site4Work is obliged on the basis of a statutory provision or a judicial decision to (communicate) the confidential information to a third party designated by the law or a competent court, and Site4Work cannot invoke a right to privilege, Site4Work shall not be obliged to pay any compensation and the Client shall not be entitled to dissolve the Agreement.
- Site4Work and the Client shall also impose the obligation of confidentiality on the third parties they engage.
Article 29 - Intellectual Property Rights.
- 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 material thereof, shall be vested exclusively in Site4Work, and/or third parties or suppliers if these rights already belong to parties other than Site4Work.
- The Client shall be prohibited from disclosing and/or reproducing, modifying or making available to third parties all documents and software subject to Site4Work's IP rights and copyrights without Site4Work's express prior written consent and an agreed monetary payment for this purpose. If the Client wishes to make changes to matters delivered by Site4Work, Site4Work must explicitly approve the intended changes.
- The Client is prohibited from using the products subject to Site4Work's intellectual property rights other than as agreed in the Agreement. The Client shall only obtain a non-exclusive non-transferable right to use the website, unless expressly agreed otherwise.
- Client is further not permitted to change or remove any indication regarding the confidential nature, copyrights, trade names, trademarks, or any other right of intellectual property from the website, Documentation and/or other materials.
- The parties shall inform each other and act jointly against any infringement of Site4Work's IP rights.
- The Client shall indemnify Site4Work against claims by third parties in respect of any infringements and/or claims by third parties relating to anything made available to the Client in the context of the Agreement. The Client shall inform Site4Work immediately about these infringements and/or claims.
- Any infringement by the Client of the IP rights (and copyrights) of Site4Work, shall be punished by a one-time fine in the amount of €10,000 (in words: ten thousand euros) and a fine of €500 (in words: five hundred euros) for each day that the infringement continues.
Article 30 - Indemnification and accuracy of information
- The Client itself is responsible for the accuracy, reliability and completeness of all data, information, documents and/or records that it provides to Site4Work within the framework of the Agreement. Even if these data originate from third parties, the Client shall be responsible for this.
- The Client shall indemnify Site4Work against any liability as a result of failure to fulfill the obligations in the previous paragraph or failure to do so on time.
- The Client shall indemnify Site4Work against claims by third parties regarding intellectual property rights on the data and information provided by the Client, which can be used in the performance of the Agreement, as well as regarding the content of the advice and reports drawn up by Site4Work.
- If the Client provides electronic files, website or information carriers to Site4Work, the Client guarantees that they are free of viruses and defects.
Article 31 - Complaints
- 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 is obliged to report these complaints as soon as possible, but no later than 14 days after the relevant reason that led to the complaint. Complaints can be reported verbally or in writing at firstname.lastname@example.org with the subject line "Complaint".
- The complaint must be sufficiently substantiated and/or explained by the Client for Site4Work to be able to handle the complaint.
- Site4Work shall respond substantively to the complaint as soon as possible, but no later than 14 days after receipt of the complaint.
- The parties will try to reach a solution jointly.
Article 32 - Applicable law
- The legal relationship between Site4Work and the Client shall be governed by Dutch law.
- Site4Work may unilaterally modify these general terms and conditions. The most current version can be found on the website.
- 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 provisions of mandatory law designate another court of jurisdiction.
This version was last adopted on November 12, 2020.