Clear and fair terms

This is a translation of the Dutch terms and conditions. In the event of any difference between the two versions, the Dutch text is the version that applies.

In these terms and conditions, 'Webonic' means Webonic, and 'Client' means every (legal) person or partnership to whom an offer is addressed and/or with whom an agreement is concluded.

These terms and conditions apply to all quotations and price indications from, assignments to and agreements with Webonic.

Any deviation from these terms and conditions is only valid if it has been expressly agreed in writing.

If one or more of the provisions in these terms and conditions are void or are annulled, the remaining provisions of these terms and conditions remain fully applicable. Webonic and the Client will then consult in order to agree new provisions to replace the void or annulled provisions.

The Client must appoint a contact person within its own organisation, hereafter called the 'Account Manager', who is authorised to carry out on behalf of the Client all acts that must be carried out by or on behalf of the Client under an assignment or agreement. The Client will keep Webonic informed of the correct contact details of the Account Manager and will notify Webonic in writing immediately of any change of the appointed Account Manager and of his or her contact details.

A price indication or quotation from Webonic is without obligation and remains valid for three (3) months, counted from the date of the price indication or the quotation. Errors or omissions in a price indication or quotation do not bind Webonic.

Unless a fixed price is expressly stated in a price indication or quotation, price indications and quotations from Webonic only give an approximation of the lower and upper limit of the estimated cost of carrying out an assignment or agreement, hereafter called the 'Range'.

If Webonic has issued a price indication or quotation, an agreement between Webonic and the Client is only formed by the unconditional written acceptance by the Client of the price indication or quotation from Webonic, or by Webonic beginning to perform the agreement.

Price indications or quotations do not apply automatically to future agreements. A composite price indication or quotation does not oblige Webonic to perform part of the agreement for a corresponding part of the price indication or the quotation.

Webonic has the right to refuse assignments or agreements that are contrary to laws and/or regulations in content or form, and, if performance has already begun, to end further performance with immediate effect.

Webonic will perform an agreement to the best of its knowledge and ability and in line with the requirements of good workmanship. Webonic therefore enters into a best efforts obligation to achieve a particular result, but does not guarantee a result, unless expressly agreed otherwise in writing.

If and in so far as the proper performance of the agreement requires this, Webonic has the right to have certain work or services carried out by third parties.

The Client makes sure that all data that Webonic indicates is necessary, or that the Client should reasonably understand to be necessary for the performance of the agreement, is supplied to Webonic in good time. If the data needed to perform the agreement is not supplied to Webonic in good time, Webonic has the right to suspend performance of the agreement and/or to charge the Client for the extra costs resulting from the delay at the usual rates.

If, while performing an agreement, Webonic foresees that the upper limit of the Range will be exceeded by more than five per cent (5%) before the agreed work has been completed, the parties will consult about the further performance of the work and the costs involved.

If a Client wants a change to the assignment or agreement that increases the performance required from Webonic and the costs involved no longer fit within the Range, this constitutes Additional Work. Webonic is not obliged to comply with a request to carry out Additional Work.

Periods stated by Webonic are set to the best of its knowledge, do not form an essential part of the agreement and will be observed by Webonic as far as possible. Webonic is not in default merely by exceeding a period.

The Client remains the owner of all data that is stored and/or processed by or on behalf of the Client on or through (custom) software produced by Webonic.

The Range, prices and rates stated by Webonic are exclusive of turnover tax and other levies imposed by the government, unless expressly stated otherwise.

As payment for an assignment or agreement with Webonic, the parties may agree a fixed price. If no fixed price is agreed, the payment is determined monthly in arrears on the basis of actual costing. Actual costing means that the hours genuinely spent are invoiced at the applicable hourly rate, as stated in the price indication, quotation, agreement or order confirmation. Webonic keeps an open record of hours, so that the Client has and keeps a view of how the costs develop. The costs of hosting services are invoiced annually and fully in advance.

An invoice must be paid in line with the payment conditions stated on the invoice. In the absence of specific payment conditions, the Client is obliged to pay within twenty-one (21) days of the invoice date.

Invoices must be paid in Euros, unless another currency is expressly stated. Objections to the amount of an invoice do not suspend the obligation to pay.

If an invoice is not paid in full and on time, the Client is immediately in default and owes the statutory commercial interest on the outstanding amounts.

Webonic has the right to invoice on an advance basis and/or in instalments.

Webonic has the right to end an assignment or agreement unilaterally with immediate effect, in whole or in part, and/or to suspend performance if one or more of the following events occur: a failure to meet obligations that is attributable to the Client; the filing of a request for (provisional) suspension of payment; the filing of a petition for bankruptcy; legal incapacity or lack of authority to dispose on the part of the Client; an executory attachment against Webonic to the debit of the Client; or a decision to dissolve and/or liquidate the Client.

Webonic never owes the Client any compensation for ending the agreement on the grounds of the events named above.

The Client has the right to end the assignment or agreement early if Webonic does not meet its obligations, but not before the Client has given Webonic written notice of default, setting a reasonable period to remedy the failure.

Both parties furthermore have the right at all times to terminate an assignment or agreement for an indefinite period, observing a notice period of two (2) months for the Client and six (6) months for Webonic.

In the event that the agreement ends, both parties will do what is reasonably possible to make the ending run as smoothly as possible and to avoid damage or needless costs for the other party.

Liability

Webonic is only liable for failures attributable to Webonic through intent or gross negligence on the part of Webonic. In any event, the following are not regarded as failures attributable to Webonic: the conduct of auxiliary persons, the use of (unsuitable) auxiliary means, failures caused by the conduct of other suppliers of the Client, and failures arising from the unsecured (electronic) transmission of data.

An obligation of Webonic to pay compensation is limited to direct damage up to a maximum of the amount of the agreed price for an assignment or agreement, excluding turnover tax. Webonic is in no event obliged to compensate indirect damage, such as consequential loss, business loss, reputational damage and damage caused by loss of data.

Force majeure

Neither party is obliged to meet any obligation if it is prevented from doing so by force majeure. Force majeure includes in any event all external causes, foreseen or unforeseen, over which a party has no influence, such as failures by suppliers, fire, theft, power cuts, failures in automated systems, work stoppages, wars, natural disasters, extreme weather conditions and government measures.

The parties may suspend the fulfilment of obligations for as long as the force majeure continues. If this period lasts longer than ninety days, each of the parties is entitled to dissolve the assignment or agreement, without any obligation to compensate the other party.

Unless agreed otherwise, all intellectual property rights in relation to all products created, supplied and/or made accessible under and/or in the context of an assignment or agreement (such as advice, designs, models, procedures, analyses, reports, methods, working methods, technologies, software, databases and documentation) belong exclusively to Webonic and/or its licensor(s).

All intellectual property rights that already belonged to the Client at the start of an assignment or agreement continue to belong exclusively to the Client. Unless expressly agreed otherwise, an assignment or agreement does not include any (obligation to) transfer of any intellectual property right between the parties.

The Client will not publish, reproduce and/or modify products other than in the context of the normal use of products supplied or made available, and will not (otherwise) present itself as the maker and/or rights holder of them.

Webonic has the right to take technical measures to protect and/or secure products. The Client will not remove or circumvent technical measures for protection and/or security.

Both the Client and Webonic have the right to use every product developed by Webonic for the Client for their own publicity and promotion, provided that the confidentiality of the information of both parties disclosed in it can be observed.

Warranty

Only for agreements and assignments for which a fixed price has been agreed does the following apply: during a period of three (3) calendar months after acceptance by the Client, Webonic will remedy any defects that arise in the accepted results to the best of its ability and free of charge. In all other cases, defects are remedied on the basis of actual costing.

Webonic guarantees that the equipment and systems it uses in the performance of an assignment or agreement are checked regularly and properly maintained.

A warranty obligation of Webonic never goes further than the obligation to carry out the agreed work or services correctly after all and within a reasonable period. Every warranty obligation on software lapses as soon as the software is modified by anyone other than Webonic.

Processing personal data

If Webonic has to process personal data for the performance of an assignment or agreement, the parties are obliged under the General Data Protection Regulation (GDPR) to enter into a data processing agreement.

The personal data processed by Webonic is managed carefully and is only used to perform the assignment or agreement. Such personal data is never disclosed to third parties, unless Webonic receives explicit consent to do so from the Client or Webonic is obliged to do so by law or by a court ruling.

Rights, obligations or claims of the Client against Webonic cannot be transferred without the prior written consent of Webonic.

The Client will keep Webonic informed of the correct name and address details of the Client and will notify Webonic in writing immediately of any changes.

Offers and quotations from Webonic, as well as assignments to and agreements with Webonic, are governed exclusively by Dutch law.

The parties will not go to court before they have made every effort to settle a dispute by mutual consultation.

The court with absolute jurisdiction in the district of Noord-Holland has jurisdiction and is exclusively competent to hear disputes arising directly or indirectly from an assignment or agreement with Webonic.