Our Terms and conditions

Terms and Conditions Webstijl B.V.

• Company name Webstijl B.V.
• Date August 2014
• Address A. van Leeuwenhoekweg 32, 2408 AN Alphen aan den Rijn
• Chamber of Commerce number: 28084080 (The Hague)

Article 1: Applicability

• 1.1 These terms and conditions apply to all offers and all contracts entered into by Webstijl B.V., with its registered office at Alphen aan den Rijn, hereinafter referred to as "Webstijl".
• 1.2 The client shall hereinafter be referred to as "the counterparty".
• 1.3 Any terms and conditions to the contrary shall only form part of the agreement concluded between the parties if and to the extent that both parties have expressly agreed to this in writing.
• 1.4 In these general terms and conditions, "in writing" shall also mean by e-mail, by fax, or by any other form of communication that, in view of the state of the art and prevailing social conventions, can be equated therewith.
• 1.5 The acceptance and retention of a quotation or order confirmation, to which these terms and conditions refer, by the other party without comment shall be deemed to constitute agreement with their application.
• 1.6 The possible non-applicability of a (part of a) provision of these general terms and conditions shall not affect the applicability of the remaining provisions.

Article 2: Agreements & Term

• 2.1 The agreement comes into effect the moment Webstijl has received the signed order confirmation from the other party. The order confirmation is deemed to accurately and completely reflect the agreements made between the parties.
• 2.2 Additions or amendments to the agreement, or additions or amendments to these terms and conditions, shall only become binding after written confirmation by Webstijl. The additions and amendments shall only apply to the agreement to which they relate.
• 2.3 The agreement is entered into for a fixed term of 1, 2, 3 or 4 years (corresponding to 12, 24, 36 or 60 paying months), unless the parties have expressly agreed otherwise in writing.
• 2.4 Unless either party terminates the agreement in writing no later than 3 months before the expiry of the agreed contract period, the agreement will be tacitly extended for a period of one year each time after the expiry of the agreed period. Termination of an already extended agreement must also be effected in writing no later than 3 months before the expiry of the contract year.
• 2.5 The agreement shall in any event include the following work, supplies, or services:
  • The design and construction of a website by Webstijl for the other party;
  • Making this website available to the counterparty for the duration of the lease agreement;
  • The technical management of the website by Webstijl for the duration of the agreement;
  • If agreed, an update service for the (content of the) website based on the service level agreed between the parties for this purpose during the term of the agreement;
  • The provision of hosting services by Webstijl to the counterparty during the term of the agreement;
  • Registering and managing domain names for the counterparty during the term of the agreement.
• 2.6 The other party is not entitled to transfer its rights and/or obligations arising from one or more concluded agreements to third parties without the prior written consent of Webstijl.

Article 3: Offers and Quotations

• 3.1 All offers and quotations from Webstijl are non-binding unless they contain a period for acceptance. If an offer is accepted by the other party, Webstijl has the right to revoke the offer no later than 2 working days after receipt of the acceptance.
• 3.2 Images and descriptions in offers, brochures, catalogues, promotional material, as well as images and descriptions or other information on the Webstijl website are as accurate as possible, but serve only as an indication. No rights can be derived from this unless the parties have expressly agreed otherwise in writing.
• 3.3 Webstijl reserves the right to charge the counterparty for the costs associated with the offer or quotation, provided that Webstijl has informed the counterparty of these costs in writing in advance.

Article 4: Prices, Hourly Rates and Indexation

• 4.1 The prices or hourly rates charged by Webstijl are exclusive of VAT and any other costs, such as travel expenses, shipping costs, and disbursements of third parties engaged, unless expressly stated otherwise in writing.
• 4.2 Webstijl is entitled to increase the agreed subscription fees. Any increase will never exceed 1.75% above the inflation rate published by Statistics Netherlands (CBS), unless Webstijl can demonstrate that its procurement costs have risen.
• 4.3 The hourly hire rate is not indexed and is reviewed annually. A review does not always result in an increase but will be market-aligned for graphic designers/web designers.
• 4.4 Where and to the extent that proper execution of the agreement requires it, Webstijl has the right to have certain work or deliveries performed by third parties.

Article 5: General Obligations of the Counterparty

• 5.1 The other party shall provide Webstijl with all data and/or information necessary or relevant for the execution of the agreement, in the form and at the time desired by Webstijl.
• 5.2 By providing the data or information to Webstijl, the counterparty declares that no infringement of copyright or any other intellectual property right of third parties is being made and indemnifies Webstijl, both in and out of court, against all consequences that may arise for Webstijl as a result.
• 5.3 If it is agreed that the other party will make available texts, images or other data on information carriers or electronic files, these will comply with the specifications prescribed by Webstijl. The other party guarantees that these are free of viruses and/or defects.
• 5.4 If necessary data is not made available, or is not made available in a timely manner, or is not made available in accordance with the agreements, Webstijl shall be entitled to suspend the performance of the agreement. The costs relating to the incurred delay, additional work or other damage shall be borne by the other party.

Article 6: Development and Delivery of the Website

• 6.1 Webstijl has an obligation of effort to perform the agreement carefully and as quickly as possible, and to strive for a usable result.
• 6.2 The other party is responsible for the timely and digital submission of texts, images, information, etc. If submitted in a different manner, Webstijl is entitled to charge for the additional work at the applicable hourly rate. If this takes more than 2 hours, the other party will be informed and given one opportunity to submit it digitally after all.
• 6.3 Webstijl will only commence the construction and development of the website after it has fully received the data, this data has been marked as usable, and the initial invoice has been paid by the counterparty.
• 6.4 Before production of the website can commence, the other party must grant their approval for a design. No design changes will be possible after the aforementioned approval.
• 6.5 Webstijl first carries out a pre-delivery. Following this pre-delivery, the other party has 5 working days to provide detailed written notification of any changes or corrections (no design changes). If no changes are submitted within this period, the website will be considered fully delivered.
• 6.6 Changes notified in good time by the other party will be implemented as soon as possible, after which a pre-completion inspection will take place again under the same conditions. Any changes after a renewed pre-completion inspection may only relate to aspects that were already commented on during the first pre-completion inspection. Other aspects are deemed to have been approved.
• 6.7 The website shall also be deemed to be delivered automatically and in full if it has been made public or has been put online.
• 6.8 Following full completion, no amendments can be made without the express consent of Webstijl and against reimbursement of the associated additional costs or required time based on a final calculation.

Article 7: Subscription and Use of the Website

• 7.1 During the term of the agreement, the website will be made available on a subscription basis. For use, the other party shall owe a one-off start-up fee as well as the agreed monthly subscription fee.
• 7.2 Based on the subscription, the counterparty obtains the exclusive, non-transferable right to use (the graphic design of) the website. Ownership of the website rests with Webstijl. It is not permitted to create a variation or derivative of the design, copy it, or apply elements elsewhere without written permission.
• 7.3 The data traffic is limited on the basis of a fair-use principle. If the other party regularly generates significantly more data traffic than the average, Webstijl will notify the other party of this and is entitled to charge for the additional costs.
• 7.4 Upon expiry of the subscription, the other party may request a copy of the website, provided the term of the contract is 2 years or longer upon termination. Unless the term is 4 years or longer, there will be costs associated with this transfer. After expiry, the website can be taken over by Webstijl for management and maintenance at the then-current rates.
• 7.5 After the agreed subscription period of a minimum of three years, or when the other party has paid their subscription fees for three consecutive years, the other party may opt for a new website design. There are no costs associated with this, provided the subscription is subsequently renewed for a minimum of 3 years. "Design" does not include the development of an entirely new website with new functionalities, copywriting, or content management.

Article 8: Guarantee and Maintenance

• 8.1 Webstijl will repair any defects in the website for a period of 1 month after implementation, insofar as these defects are due to Webstijl's failure to meet the written agreed specifications. The other party must inform Webstijl of this in writing.
• 8.2 Webstijl shall not be obliged to rectify defects if these have been caused by the other party itself, by third parties, by changed circumstances or by the other party's failure to fulfil its general obligations.
• 8.3 Requests regarding service or maintenance services must be submitted by email to service@forwardmarketing.nl or via the paid service number 0900-277 2333.

Article 9: Service and Hosting Rules

• 9.1 The other party is prohibited from accessing Webstijl's server, where the website is hosted, independently or by third parties, under penalty of a fine of €3,500.00 per violation, which is immediately payable without further notice or demand. All direct access is expressly reserved for Webstijl.
• 9.2 The other party is not permitted to:
  • To behave in violation of netiquette;
  • to infringe third-party intellectual property rights;
  • To distribute information of a pornographic or erotic nature, banners advertising such pages or access codes for them;
  • To disseminate information regarding animal abuse or cruelty;
  • Engaging in "hacking" (unauthorised access to systems, software or data);
  • Distributing advertising, messages, and/or opinions via "spamming";
  • To encourage illegal activities or activities harmful to servers, including pirated software or warez sites.;
  • To damage the good name of Webstijl or to misuse its name;
  • Exploiting an MP3 homepage without express permission (Webstyle is entitled to remove it directly);
  • Committing any criminal offence, including discrimination, racism or breach of public order.
• 9.3 If the other party breaches the terms, Webstijl is entitled to terminate the agreement, suspend performance, or temporarily take the website offline or block email messages (after 14 days' prior notice). Webstijl reserves the right to payment of outstanding lease instalments. The costs for taking the website offline and online will be borne by the other party.

Article 10: Invoicing and Payment

• 10.1 The set-up costs and the first monthly subscription fee (the initial invoice) will be invoiced within 5 working days of conclusion. The remaining fees will be invoiced monthly in advance and collected via the provided direct debit.
• 10.2 If no direct debit is set up or the authorisation is revoked, the counterparty must make payment themselves by advance payment by the first day of the month at the latest. Webstijl is entitled to charge a supplement of €25.00 per month for this.
• 10.3 If invoices are not paid or collected on time, the other party shall immediately be in default. Contractual default interest of 2% per month, calculated cumulatively on the principal sum, shall be payable (with any part of a month counting as a full month). The handling of complaints does not suspend the obligation to pay.
• 10.4 Following a reminder, the other party shall be liable for extrajudicial costs amounting to at least 15% of the principal sum and default interest, subject to an absolute minimum of €150.00. For each payment reminder or demand for payment sent, an administration or reminder fee of at least €20.00 may be charged.
• 10.5 If payment is not received after the set reasonable period, Webstijl may take the website offline without further notice and suspend obligations. If there is a backlog of 2 months or more, the claim will be transferred to a collection agency. If there is a backlog of 3 months or more, all remaining instalments until the end of the term will become immediately due and payable in full.
• 10.6 The other party expressly waives the right to set-off or suspension, even in the event of (provisional) suspension of payment or bankruptcy.

Article 11: Liability

• 11.1 Webstijl accepts no liability for damages, including death and personal injury, consequential damages, business damages, loss of profit and/or stagnation damages, except insofar as there is intent and/or conscious recklessness on its part, that of its management and/or its supervisory staff.
• 11.2 Internet availability is outside of Webstijl's sphere of influence. Therefore, Webstijl shall never be liable for damages due to downtime, malfunctions, spam, viruses, or hacking attempts by third parties.
• 11.3 Webstijl's liability is at all times limited to the invoice amount of the delivered services during the period that these services were unavailable. For a subscription with a longer term, liability is further limited to the subscription fee owed over the last 6 months plus the start-up costs.
• 11.4 In no event shall Webstijl be liable for damages exceeding the insured sum actually paid out under the insurance policy taken out by Webstijl.
• 11.5 Any entitlement to compensation will lapse if the defect is not reported to Webstijl by registered letter within 7 days of discovery (or when it reasonably could have been discovered). In all cases, the ultimate deadline within which Webstijl can be held liable is limited to 6 months after the liability has been established.

Article 12: Cancellation and Termination

• 12.1 The counterparty waives all rights to dissolve the agreement pursuant to Article 6:265 et seq. of the Dutch Civil Code or other statutory provisions, unless mandatory provisions oppose this.
• 12.2 If the other party cancels the order after the signed order confirmation has been received by Webstijl, the other party shall be obliged to reimburse all costs incurred, work performed and hours spent on the basis of the applicable hourly rate, with an absolute minimum of € 1,750.00 excluding VAT.

Article 13: Applicable Law and Disputes

• 13.1 Dutch law exclusively applies to the agreement concluded between Webstijl and the counterparty.
• 13.2 Any disputes will initially be settled by the competent Dutch court in the place of establishment of Webstijl, unless the district court is competent in the matter.