Terms and conditions
Webynite is located at Hamsterkoog 3A 1822 CD in Alkmaar and registered with the Chamber of Commerce under number 1234567.
On this page you will find the General Terms and Conditions that apply to all Webynite agreements.
Article 1. Applicability of terms and conditions
1.1 These terms and conditions shall apply to every offer and agreement between Webynite and a client, to which Webynite has declared these terms and conditions to be applicable.
- “Webynite” refers to Webynite, a company registered in netherlands with registration number .
- “Client” refers to the individual or entity that engages Webynite’s services.
- “Agreement” refers to the agreement between Webynite and the Client, which includes these Terms and Conditions and any other documents incorporated by reference.
- “Services” refers to the marketing services that Webynite agrees to provide to the Client under the Agreement.
- “Fees” refers to the fees payable by the Client to Webynite for the Services.
- “Deliverables” refers to the work product and any other tangible or intangible materials created by Webynite in connection with the Services.
- “Force Majeure Event” refers to any event beyond the reasonable control of Webynite, including but not limited to natural disasters, government actions, and labor disputes.
1.2 In the event of any inconsistency between these terms and conditions and the terms and conditions of the client or any other agreement, the provisions of these terms and conditions shall prevail, unless the parties have expressly agreed otherwise in writing.
1.3 Any deviation from these terms and conditions shall only be valid if agreed upon in writing by Webynite and the client.
1.4 These terms and conditions apply to all legal relationships between Webynite and the client, including future ones.
1.5 By accepting an offer from Webynite, the client explicitly accepts the applicability of these terms and conditions to the agreement.
Article 2. Offers
2.1 All offers made by Webynite shall be valid for a period of 30 days, unless indicated otherwise in writing.
2.2 Webynite shall only be bound by an offer if the client’s acceptance is confirmed in writing within 30 days of the offer’s date.
2.3 The acceptance of an offer by the client shall only be valid if it is in writing or confirmed in writing by Webynite.
2.4 Webynite reserves the right to revoke or modify any offer made to a client at any time before the client’s acceptance is confirmed in writing.
2.5 Any deviation from the offer, including additions, modifications or qualifications to the offer, shall only be binding if agreed upon in writing by both parties.
Article 3. Execution of the agreement
3.1 Webynite shall execute the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
3.2 If the proper execution of the agreement requires it, Webynite has the right to engage third parties to perform certain activities.
3.3 The client shall provide all data necessary for the execution of the agreement in a timely manner, as indicated by Webynite. If the client fails to provide necessary information on time, Webynite has the right to suspend the execution of the agreement and/or charge the client for any additional costs resulting from the delay in accordance with the usual rates.
3.4 Webynite shall not be liable for any damages, of whatever nature, caused by Webynite relying on incorrect and/or incomplete data provided by the client, unless such inaccuracies or incompleteness should have been known to Webynite.
3.5 If the agreement is to be executed in phases, Webynite may suspend the execution of subsequent phases until the client has approved the results of the preceding phase in writing.
Article 4. Amendment of the agreement
4.1 If during the implementation of the agreement it becomes necessary to change or supplement the work to be performed for proper execution, the parties will adjust the agreement accordingly in good time and in mutual consultation.
4.2 If the parties agree that the agreement will be amended or supplemented, the time of completion of the performance may be influenced by this. Webynite will inform the client of this as soon as possible.
4.3 If the change or addition to the agreement has financial and/or qualitative consequences, Webynite will inform the client about this in advance. If a fixed fee has been agreed, Webynite will indicate to what extent the change or addition to the agreement will result in exceeding this fee.
4.4 However, Webynite will not be able to charge additional costs if the change or addition is the result of circumstances that can be attributed to Webynite.
4.5 If it has been agreed that the agreement will be executed in phases, Webynite can suspend the execution of those parts that belong to a subsequent phase until the client has approved the results of the preceding phase in writing.
4.6 Any changes or additions to the agreement must be made in writing and signed by both parties.
Article 5. Contract duration: term of execution
5.1 The term of execution specified in the agreement is not considered a strict deadline, unless expressly agreed otherwise.
5.2 If Webynite exceeds the term of execution, the client must notify Webynite in writing, setting a reasonable deadline for the completion of the work.
5.3 If Webynite fails to complete the work within the reasonable deadline set by the client, the client may terminate the agreement with immediate effect, without prejudice to its right to claim damages.
5.4 Any delay caused by circumstances beyond Webynite’s control, such as force majeure, does not entitle the client to terminate the agreement or claim damages. Webynite will inform the client as soon as possible in case of force majeure.
5.5 If the client is responsible for the delay in the execution of the agreement, Webynite is entitled to suspend the execution of the agreement and charge the client for any resulting additional costs in accordance with the usual rates.
Article 6. Intellectual property
6.1 Without prejudice to the provisions of Article 6. (Confidentiality) of these terms and conditions, Webynite reserves the rights and powers to which it is entitled under the Copyright Act.
6.2 All documents provided by Webynite, such as reports, advice, designs, sketches, drawings, software, etc., are exclusively intended to be used by the client and may not be reproduced, made public or made available to the client without the prior consent of Webynite. brought to the knowledge of third parties.
6.3 Webynite also reserves the right to use the knowledge gained through the performance of the work for other purposes, insofar as no confidential information is disclosed to third parties.
Article 7. Determination of ownership
7.1 All goods or designs delivered by Webynite and located at/under the client remain the property of Webynite until the moment the client has paid all claims regarding the delivery.
7.2 Any developed applications, the Content Management System and/or source code of websites remain the property of Webynite. Under no circumstances can the client inspect the source code or database structure of the application. After a possible termination of the cooperation, the client may under no circumstances continue to use the source code developed by Webynite.
7.3 The data entered by the client in the database and on the web servers stored, remain the property of the client at all times. Webynite may not and will not use it in any way for its own purposes, nor pass it on to third parties.
7.4 If the collaboration is terminated by one of the parties and all outstanding invoices have been paid, Webynite will provide the client with an electronic list (in Excel or text file, depending on the choice of the client) with all the client’s data from the database, after which Webynite will permanently delete this data. The client is responsible for downloading the other data stored on the web servers.
7.5 Webynite has the right to place the text ‘Developed by Webynite’ or ‘Powered by Webynite’ under all delivered websites, web shops and applications, at least.
Article 8. Confidentiality
8.1 Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source in the context of their agreement.
8.2 Information is considered confidential if this has been communicated by the other party or if this follows from the nature of the information.
Article 9. Duration and termination of web hosting services
9.1 The agreement for web hosting services shall have an initial term of twelve months (first year). All services shall be automatically renewed for the second year, unless the client provides written notice of termination at least four weeks prior to the renewal date. Termination of the agreement may be made in writing or by email. After the agreement has been terminated, the client shall no longer have access to any data stored on the web servers.
9.2 In the event that the client fails to fulfill any obligation under the agreement or based on these terms and conditions, Webynite shall have the right to terminate all agreements with the client without any requirement of notice or judicial intervention. Webynite shall also be entitled to claim compensation for any damages, lost profits, and interest incurred by the termination. However, the termination shall not release the client from any outstanding obligations under the agreement or these terms and conditions.
Article 10. Termination
10.1 Either party may terminate this agreement at any time by providing written notice and stating the reasons for termination. A notice period of at least four weeks must be observed.
10.2 In case of premature termination by the client, Webynite is entitled to receive compensation for the work already performed and the costs incurred up to that point, as well as a reasonable portion of the fee based on the benefit that the client has received from the services rendered and the grounds for termination. Webynite shall provide a detailed breakdown of the costs and fees, and the client shall have the right to dispute any charges deemed unreasonable.
10.3 If Webynite terminates the agreement prematurely due to the client’s breach of contract or failure to fulfill its obligations under the agreement, Webynite shall be entitled to receive compensation for the work already performed and the costs incurred up to that point, as well as damages for any losses suffered, including lost profits and interest. Webynite may also take legal action to recover any outstanding payments due under the agreement.
Article 11. Termination of the agreement
11.1 Webynite may immediately terminate the agreement and claim compensation from the client in the following situations:
a) If after entering into the agreement, Webynite becomes aware of circumstances that give it reasonable grounds to believe that the client will not fulfill its obligations.
b) If Webynite has requested the client to provide security for compliance at the time of entering into the agreement and the client fails to provide or provide sufficient security, in the opinion of Webynite.
c) If circumstances arise with regard to persons and/or material that Webynite uses or tends to use in the execution of the agreement, which are of such a nature that the execution of the agreement is impossible or becomes so inconvenient and/or disproportionately expensive that compliance with the agreement can no longer reasonably be required.
11.2 The termination of the agreement must be in writing and state the reasons for the termination. Webynite may claim compensation for any losses incurred due to the termination. Any amounts paid in advance by the client will not be refunded. The client shall remain liable for payment of any outstanding amounts due to Webynite at the time of termination.
Article 12. Defects: Time limits for complaints
12.1 The client must report any complaints about the work performed by Webynite in writing within 14 days of discovery, but no later than one month after completion of the work in question.
12.2 In case a complaint is valid, Webynite shall remedy the issue and perform the work as agreed, unless this has become pointless for the client in the meantime. The client must inform Webynite of this decision. If the provision of the agreed services is no longer possible or useful, Webynite shall only be liable within the limits set forth in Article 16 (Liability).
12.3 The client’s obligation to pay shall remain even if they complain within the specified time limits.
Article 13. Payment
13.1 Payment must be made within 14 days of the invoice date, by transferring the full amount due to the bank account stated on the invoice. If the client wishes to make partial payments, they must obtain prior written consent from Webynite. After the expiry of 30 days from the invoice date, the client is in default and shall owe statutory interest on the due and payable amount from the moment of default until the payment is made in full.
13.2 In the event of liquidation, bankruptcy or suspension of payment of the client, all outstanding payments shall become immediately due and payable.
13.3 Payments made by the client shall be applied first to settle all interest and costs due, and then to the oldest outstanding invoices, even if the client specifies that the payment is for a later invoice.
13.4 Payment must be made without discount, offset, or any deduction of any kind.
13.5 In case of late payment, Webynite reserves the right to suspend any ongoing services until the payment is received in full.
13.6 Webynite shall have the right to charge the client for any costs incurred due to unsuccessful payment transactions, including but not limited to bank charges and administrative fees.
13.7 Webynite reserves the right to change the payment terms and conditions after providing the client with prior written notice of such changes.
Article 14. Collection costs
14.1 If the client is in default or fails to fulfill one or more of its obligations, all reasonable costs incurred in obtaining payment out of court will be borne by the client. In any case, the client shall be responsible for the following collection costs:
- on the first € 6,500, 16%
- on the excess up to € 13,000, 11%
- on the excess up to € 32,500, 9%
- on the excess up to € 130,000, 6%
- on the excess over € 130,000, 4%
If Webynite can demonstrate that it has incurred higher costs that were reasonably necessary, those costs shall also be eligible for reimbursement.
14.2 In the event of legal proceedings, the client shall be responsible for reimbursing Webynite for all legal costs incurred, except insofar as the client demonstrates that these costs are unreasonably high. This provision shall apply if Webynite and the client are conducting legal proceedings regarding an agreement to which these general terms and conditions apply and a court decision becomes final and binding, in which the client is wholly or largely unsuccessful.
14.3 Webynite reserves the right to suspend its services and terminate the agreement if the client is in default with any payment obligation, until full payment has been received.
Article 15. Fee
15.1 This article applies to offers and agreements in which a fixed fee is offered or agreed upon. If no fixed fee is agreed upon, paragraphs 3 to 7 of this article apply.
15.2 The parties may agree on a fixed fee when the agreement is concluded. The fixed fee is exclusive of VAT and costs of third parties.
15.3 If no fixed fee is agreed upon, the fee will be determined on the basis of hours actually spent by Webynite. The fee will be calculated based on Webynite’s usual hourly rates applicable for the period in which the work is performed, unless a different hourly rate has been agreed upon.
15.4 Any cost estimates provided by Webynite are exclusive of VAT and costs of third parties.
15.5 For assignments with a term of more than one month, the costs due will be charged periodically. The terms and amounts will be agreed upon by Webynite and the Client. See also Article 19 (Deposit).
15.6 Webynite reserves the right to adjust its hourly rates once per year with due notice to the Client.
15.7 If Webynite engages third parties in connection with the assignment, the costs associated with the services of these third parties will be charged to the Client. Webynite will inform the Client of these costs in advance, unless it is not reasonably possible to do so.
15.8 In the event of termination of the agreement, Webynite is entitled to compensation for the work performed and costs incurred up to that point. The compensation will be calculated based on the hourly rates agreed upon or, if no hourly rate was agreed upon, based on Webynite’s usual hourly rates.
Article 16. Liability
16.1 Webynite’s liability for any damage or loss suffered by the Client is limited to the amount of the fee owed for the specific assignment or service. For assignments with a longer term, Webynite’s liability is further limited to the fee owed over the last six months. This liability limit applies to all forms of non-performance, late performance, or defective performance, as well as to any other liability arising out of or in connection with these terms and conditions.
16.2 The limitations of liability included in these terms and conditions do not apply if the damage is due to intent or gross negligence on the part of Webynite, its manager(s), or subordinate(s). In such cases, Webynite’s liability is not limited by the fee owed, and it will be liable for the full extent of the damage caused.
16.3 Webynite is not liable for any indirect, consequential, or incidental damages, including but not limited to loss of profit, loss of business, or business interruption damage, regardless of whether such damages were foreseeable or not.
16.4 Webynite is not liable for any damages resulting from force majeure events, including but not limited to natural disasters, strikes, lockouts, or other events beyond its reasonable control.
16.5 Webynite is not liable for any damages resulting from the Client’s use or reliance on any advice, recommendation, or information provided by Webynite, unless such damages are due to Webynite’s intent or gross negligence.
16.6 Webynite is not liable for any damages resulting from the Client’s breach of these terms and conditions, or any applicable laws or regulations.
16.7 The Client agrees to indemnify and hold Webynite harmless from any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees and expenses, arising out of or in connection with the Client’s breach of these terms and conditions or any applicable laws or regulations.
Article 17. Applicable law
Dutch law applies to every agreement between Webynite and the client
Article 18. Dispute Settlement
18.1 Any disputes arising from or in connection with the agreement between the client and Webynite shall be settled in accordance with the following procedure:
a) The parties shall attempt to settle any dispute through amicable negotiations;
b) If the parties fail to reach an amicable settlement within 30 days of the first negotiation meeting, the dispute shall be submitted to mediation in accordance with the rules of the Netherlands Mediation Institute. The mediation shall be conducted in Amsterdam;
c) If the mediation is unsuccessful, the dispute shall be resolved by the competent court in Amsterdam.
18.2 Notwithstanding the above, either party shall have the right to seek interim relief from the competent court in Amsterdam.
18.3 The provisions of this article shall not preclude either party from seeking injunctive relief or other provisional remedies in any jurisdiction.
18.4 Any settlement reached in accordance with this article shall be recorded in writing and signed by both parties.
Article 19. Deposit
19.1 Webynite requires a deposit of 50% of the total fee for all assignments with a quoted amount above €250. This deposit must be paid within 14 days after the client signs the offer.
19.2 For long-term projects, Webynite will invoice 75% of the total fee one month after the client signs the offer and 100% upon project completion, unless stated otherwise in the agreement.
19.3 If the client fails to pay the required deposit or any other installment of the fee on the agreed date, Webynite is entitled to suspend its services until payment is received.
19.4 Webynite reserves the right to use the deposit to cover any costs incurred during the assignment, such as materials, third-party services, or other expenses related to the assignment. If the deposit is insufficient to cover these costs, Webynite may invoice the client for the outstanding amount.
19.5 Any unused portion of the deposit will be refunded to the client after deducting any outstanding fees and expenses incurred during the assignment.
19.6 Webynite may adjust the required deposit or payment schedule for long-term projects if the scope of the assignment changes or if additional expenses arise. The parties will discuss and agree on any such adjustments in writing.
Article 20. Force majeure
20.1 Force majeure shall be defined as any event beyond the control of Webynite, which prevents it from fulfilling its obligations under the contract, including but not limited to acts of God, acts of war, acts of terrorism, government actions, strikes, lockouts, industrial disputes, fires, floods, epidemics, and other natural disasters.
20.2 If Webynite is prevented from fulfilling its obligations due to force majeure, Webynite shall notify the client as soon as reasonably practicable and take all reasonable steps to minimize the impact of the event on the client. The client shall have the right to terminate the agreement if the force majeure event continues for more than thirty (30) days.
20.3 If the force majeure event results in a delay in the performance of Webynite’s obligations under the contract, Webynite shall be entitled to a reasonable extension of time for the performance of its obligations. If the delay exceeds sixty (60) days, either party may terminate the contract by written notice to the other party.
20.4 In the event of force majeure, the parties shall be released from their obligations under the contract without any liability for damages or other penalties.
Article 21. Non-solicitation
21.1 During the term of the agreement and for a period of one year following its termination, the client agrees not to solicit or hire any of Webynite’s employees or contractors involved in the performance of the agreement, either directly or indirectly, without Webynite’s prior written consent.
21.2 In the event of a breach of this non-solicitation clause, the client agrees to pay Webynite a penalty equal to six months’ compensation of the solicited or hired employee or contractor, without prejudice to Webynite’s right to claim full compensation for the actual damage suffered.
Article 22. Changes to the terms and conditions
22.1 Webynite reserves the right to modify these terms and conditions at any time. Any changes to these terms and conditions will become effective as of the announced effective date. Webynite will provide the Client with a copy of the amended terms and conditions in a timely manner.
22.2 If the Client does not agree with the changes, the Client may terminate the agreement by written notice before the effective date of the changes. If the Client does not terminate the agreement before the effective date, the Client shall be deemed to have accepted the changes to the terms and conditions.
22.3 Webynite shall not be liable for any damages or losses resulting from the changes to the terms and conditions, except in the case of willful misconduct or gross negligence on the part of Webynite.
Article 23. Entire agreement
23.1 This document represents the entire agreement between Webynite and the client and supersedes any prior agreements or understandings, whether written or oral.
23.2 Any changes or modifications to this agreement must be made in writing and signed by both parties to be valid.