Siteways

Terms & agreement

GENERAL TERMS AND CONDITIONS SITEWAYS GROUP B.V.

FOR THE BENEFIT OF (WEB) DEVELOPMENT, HOSTING AND DOMAIN NAME REGISTRATION

Located at the J.C. de Rijpstraat 20, 2315 WE Leiden, The Netherlands

Registered at the Chamber of Commerce under number 66566878

 

CHAPTER 1 – GENERAL 2

Article 1. Definitions 2

Article 2. Applicability and ranking 3

Article 3. (online)Offers and tenders 3

Article 4. Execution of the Agreement 4

Article 5. Obligations of the Client 4

Article 6. Processing activities 4

Article 7. Duration of the Agreement 4

Article 8. Invoicing and payment 4

Article 9. Change of rates 5

Article 10. Liability 5

Article 11. Indemnification 6

Article 12. Force majeure 6

Article 13. Termination of the Agreement 6

Article 14. Applicable law 6

Article 15. Disputes 7

Article 16. Change and explanation of the conditions 7

CHAPTER 2 – WEB DEVELOPMENT AND WEBDESIGN 7

Article 17. Developing works 7

Article 18. Tests and test environment 8

Article 19. Delivery and acceptance 8

Article 20. Installation 9

Article 21. Guarantee 9

Article 22. Additional work 9

Article 23. Intellectual property 10

Article 24. Planning 10

CHAPTER 3 – HOSTING AND DOMAIN NAME REGISTRATION 11

Article 25. Execution of the Service 11

Article 26. Code of conduct 11

Article 27. Notice & takedown (complaints procedure) 12

Article 28. Storage and data limits 12

Article 29. E-mailings and newsletters 13

Article 30. Software 13

Article 31. Domain name registration 13

Article 32. Malfunctions and force majeure 14

Article 33. Procedure after termination 14

CHAPTER 4 – SEARCH ENGINE OPTIMIZATION (SEO) 14

Article 34. Results 15

 

 

 

 

CHAPTER 1 – GENERAL

 

Article 1. Definitions

Unless the context expressly provides otherwise, in these General Terms and Conditions:

  1. General Terms and Conditions: the provisions of this document.
  2. AVG: General Data Protection Regulation.
  3. Siteways: the contractual counterparty to the Agreement with the Client and the user of the present General Terms and Conditions within the meaning of article 6: 231 under b of the Dutch Civil Code.
  4. Data: the (personal) data relating to the Client, its company, its employees, customers and / or visitors to the website of the Client which are stored and accessible via the Service.
  5. Service (s): the service (s) that Siteways will perform for the Client, including but not limited to Web Development, Webdesign, graphic design, Hosting services and Domain name registration and other activities as described in the offer or quotation from Siteways.
  6. Domain name registration: service consisting of mediating in obtaining a domain name.
  7. Hosting services: service consisting of storage and / or transfer of material provided by Client to third parties, such as in case of web hosting, virtual servers and e-mail services.
  8. Commencement date: the date on which the Agreement enters into force and on which the delivery of the Service commences.
  9. Material (s): digital information and data, including but not limited to texts, documents, (source) files, scripts and other software.
  10. Client: the natural or legal person with whom Siteways has entered into an Agreement and the other party to the Agreement with Siteways within the meaning of Article 6: 231 sub c of the BV. It also means the party that is or will be negotiating, as well as service representative (s), authorized representative (s), legal successor (s) or heirs.
  11. Agreement: every agreement between Siteways and the Client arises from an offer or quotation made by Siteways and the valid acceptance thereof by the Client.
  12. Parties: Siteways and the Client jointly;
  13. Personal data: any information concerning an identified or identifiable natural person.
  14. Price list: the separately available list of prices for activities of Siteways and services to be provided by Siteways as stated in the offer or the offer.
  15. Written: under “in writing”, these General Terms and Conditions also include communication by e-mail and digital (for example via an online interface) provided that the identity of the sender and integrity of the content is sufficiently established.
  16. SLA: the separately concluded Service Level Agreement between Siteways and the Client in which the agreements about the level, the quality and the manner of problem solving with regard to the Service are included.
  17. Web design: service consisting of designing and / or adjusting the visual representation of Works such as websites, applications, lay-out, data files, software, documentation, advice, reports, analyzes, designs.
  18. Web Development: service consisting of developing, configuring and / or customizing Works such as websites, applications, lay-out, data files, software, documentation, advice, reports, analyzes, designs.
  19. Business Days: Monday to Friday, with the exception of Dutch national holidays, with 5 May once every five (5) years being a national holiday.
  20. Work (s): the websites, applications, lay-out, data files, software, documentation, advice, reports, analyzes, designs or other products developed or designed by Siteways for the benefit of and on behalf of the Client.
  21. Working hours: hours on working days between 09:00 and 17:00.
  22. Search engine optimization (SEO): service consisting of carrying out actions intended to make a web page high in the organic search results of a search engine.

 

Article 2. Applicability and ranking

  1. These General Terms and Conditions apply to the use of all Siteways Services.
  2. The specific chapters shall apply if the Services offered or offered fall under the scope described in that chapter. If a specific chapter applies, it prevails over the general provisions of chapter 1.
  3. Any general terms and conditions of the Client, however named, are explicitly rejected. Deviations from and additions to these terms and conditions only apply if and insofar as these have been explicitly accepted in writing by Siteways.
  4. If Siteways permits deviations from these General Terms and Conditions for a short or longer period, whether or not tacitly, this shall not affect its right to demand immediate and strict compliance with these conditions. The Client can not derive any rights from the way in which Siteways applies the present conditions.
  5. These terms and conditions also apply to all Agreements with Siteways, for the execution of which third parties are involved. These third parties can directly invoke the present conditions against the Client, including any limitations of liability.
  6. If one or more of the provisions of the present General Terms and Conditions or any other Agreement with Siteways are in conflict with a mandatory statutory provision or any applicable legal provision, the provision in question will lapse and will be replaced by a confirmation by Siteways. propose new, legally permissible and comparable provision.
  7. In case of conflict of provisions in the Agreement, General Conditions or appendices thereto, the following order of priority applies: i. the agreement; ii. the possibly concluded Service Level Agreement (SLA); iii. any annexes to the Agreement; iv. these Terms and Conditions.
  8. Siteways is entitled at all times to change these General Terms and Conditions. Siteways will inform the Client in writing about these changes at the latest 30 days before the changes take effect. If the Client is in a less favorable position due to the changed content, the Client is entitled to terminate the Agreement by the date on which the changed conditions take effect.

 

Article 3. (online) Offers and quotations

  1. All (online) offers and quotations from Siteways are revocable and are made without obligation, unless otherwise stated in writing.
  2. A composite quotation does not oblige Siteways to perform part of the assignment or to deliver part of the Services for a corresponding part of the stated price. (online)Offers or quotations do not automatically apply to future (follow-up) assignments and services.
  3. The content of the Agreement is exclusively determined by the description of the assignment given in the (online) offer or quotation. If the acceptance deviates (on minor points) from the offer included in the (online) offer or quotation, Siteways is not bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless Siteways indicates otherwise.
  4. If an Agreement is offered (partially) on the basis of subsequent calculation, the quoted prices must only be given as a target price, the actual hours worked by Siteways, as well as the actual costs incurred by Siteways will be charged.
  5. Apparent errors or errors in the (online) offers or and quotations of Siteways do not bind Siteways.
  6. The prices quoted in an offer or (online) offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the Agreement, including travel, accommodation, shipping and administrative costs, unless stated otherwise.
  7. The Client guarantees the correctness and completeness of the requirements, specifications and other information and data provided by Siteways on its behalf or on which Siteways bases its (online) offer.

Article 4. Execution of the Agreement

  1. Siteways shall make every effort to ensure that the Services are provided in accordance with the technical and functional specifications as specified by Siteways in its documentation. However, Siteways’ obligation in this respect always concerns only a best effort obligation for Siteways and no obligation of result.
  2. If the aforementioned result is not forthcoming, this does not discharge the Client from its obligations towards Siteways, with the exception of any obligations expressly linked by the Parties to the achievement of the intended result.
  3. Insofar as required for the proper execution of the Agreement, Siteways has the right to have third parties carry out (parts of) the work. All this at the discretion of Siteways. The applicability of article 7: 404, 7: 407 paragraph 2 and 7: 409 Dutch Civil Code is expressly excluded.

 

Article 5. Obligations of the Client

If the Client does not fulfill its obligations under the Agreement, Siteways has the right to suspend or limit the delivery of Services or the performance of work until the Client has fulfilled its obligations or proper security has been provided for this. Siteways will only proceed to suspension or limitation after it has notified the Client of this in writing to the Client, except in the cases in which prior written notification can not be reasonably demanded from Siteways.

 

Article 6. Processing activities

  1. Insofar as Siteways processes personal data about the Client in the context of the performance of the Agreement, Siteways shall be regarded as data controller in the sense of the GDPR.
  2. If Siteways processes personal data of third parties for the Client via the Services supplied, Siteways will be regarded as a processor in the sense of the GDPR. Parties will conclude a processor agreement with respect to this processing.

 

Article 7. Duration of the Agreement

  1. The Agreement is entered into for the duration as stated in the Agreement. The Agreement is then renewed tacitly, without notice, with the same term, unless a different term has been agreed in the Agreement.
  2. The Agreement may be terminated by the Client in writing with due observance of a notice period of 1 month, which notice may be given without reason and motivation. The cancellation by the Client is only final if it has been confirmed in writing by Siteways.
  3. In the event of termination or termination, any right of use with regard to the Works and Services will lapse at the time the Agreement ends.

 

Article 8. Invoicing and payment

  1. Payment is made each month in advance. Payment of invoices must be made within 30 days of the invoice date, without any settlement or discount, in a manner to be indicated by Siteways in the currency in which the invoice is made.
  2. After the expiry of the agreed payment term, the Client will be in default by operation of law without further notice of default being required.
  3. From the moment of default, the Client will owe interest of 1% per month on the due amount, unless the statutory commercial interest is higher, in which case the statutory commercial interest rate applies. All (extra) judicial costs incurred by Siteways in order to obtain satisfaction – both in and out of court – will be borne by the Client from that moment. In that case, the Client will owe a fee of at least 15% of the outstanding amount, with a minimum of € 150.00. If the costs actually incurred and to be incurred by Siteways exceed this amount, these costs are also eligible for reimbursement.
  4. If the Client has not fulfilled its payment obligations in time, Siteways has the right to suspend or limit the delivery of Services or the performance of work until the payment has been made or proper security has been provided for this. The same applies even before the moment of default if Siteways has the reasonable suspicion that there are reasons to doubt the creditworthiness of the Client.
  5. In the event of liquidation, bankruptcy, debt repayment or suspension of payment of the Client or an application thereto, the claims of Siteways and the obligations of the Client vis-à-vis Siteways are immediately due and payable.
  6. If the Client, for whatever reason, has one or more counterclaims on Siteways, the Client will not be entitled to setoff. The aforementioned waiver of the right to settlement also applies if the Client applies for a (provisional) suspension of payment or is declared bankrupt.
  7. The Client is not entitled to settle claims from Siteways with any counterclaims that he has on Siteways. This also applies if the Client applies for a (provisional) moratorium or is declared bankrupt.
  8. Siteways especially offers clients the possibility to make online payments via credit card payment.
  9. Before the Client reverses a payment made via a credit card (chargeback), the Client will make its complaint known to Siteways. In case of a complaint concerning the execution of the Agreement, the Client must submit this complaint to Siteways in writing within 30 days after delivery of the Services to which the complaint relates, before the credit card payment is reversed (chargeback ). The Client must provide written reasons for the reason for the dispute and provide Siteways with a reasonable period of at least 30 days to assess the complaint and remove the objections. Only when Siteways does not remove the complaint within the aforementioned term, the Client is allowed to proceed to chargeback.

 

Article 9. Change of rates

Unless expressly agreed otherwise, Siteways is entitled to increase the rates payable by the Client with effect from each calendar year on the basis of the CBS index for commercial services, or (in case CBS should no longer use this index figure) the index that is the most similar. The adjusted rate is calculated by multiplying the applicable rate by the index of the year preceding the year on which the adjustment takes effect, divided by the index of the calendar year preceding the year in which the applicable rate came into effect. If Siteways considers reasons to determine the adjusted rate at a higher amount than would be the case according to this calculation, the Client is entitled to terminate the Agreement in writing within 14 days of notification by the time the proposed tariff change is made. operation. The Client may continue to use the Services at the original rate until the termination of the Agreement by termination.

 

Article 10. Liability

  1. Siteways is not liable for damage, direct or indirect, which is the result of an attributable shortcoming in the fulfillment of the obligations under the Agreement, except if there is intent or gross negligence on the part of Siteways.
  2. Although Siteways devotes maximum care to the Services it offers, including the information and functionality provided, the accuracy and completeness thereof can not be guaranteed. Siteways does not guarantee that the Services will function without error or interruption and only guarantees the quality, functionality and availability of its Services, such as those in the Service Level Agreement (SLA) concluded with the Client.
  3. Siteways accepts no liability for damage resulting from security breaches arising from the use or implementation of the Services, or the impact on the functionality of the website of the Client through the use or implementation of the SaaS services.
  4. Siteways furthermore accepts no liability for damage resulting from SaaS services offered by Siteways but not developed by it.
  5. Decisions based on information arising from the Works are at the expense and risk of the Client.
  6. Each claim against Siteways for compensation will lapse after a period of 6 months from the time the claim arose.

 

Article 11. Indemnity

The Client indemnifies Siteways against all claims from third parties, including claims based on (alleged) infringement of the rights of third parties, including but not limited to persons whose personal data are processed by Siteways on the instructions of the Client. The Client will assist Siteways both in and out of court if Siteways is addressed in this matter. The Client will immediately do everything that may be expected of him in that case. If the Client fails to take adequate measures, Siteways is entitled, without notice of default, to proceed to this himself. All costs and damage on the part of Siteways and third parties thereby arise, are fully for the account and risk of the Client.

 

Article 12. Force majeure

  1. Siteways is not obliged to fulfill any obligation towards the Client if Siteways is prevented from doing so as a result of any external cause, foreseen or unforeseen, on which Siteways can not exercise any influence, but as a result of which Siteways is unable to fulfill its obligations. to fulfill.
  2. This is understood to mean a circumstance that is not due to blame, and neither under the law, a legal act or generally accepted traffic on the account of Siteways. In particular, force majeure means; domestic riots, mobilization, wars, blocks in transport, strikes, network attacks such as SYN floods or (distributed) denial-of-service attacks, business disturbances, stagnation in supply, fire, flood, import and export barriers and in case Siteways by own suppliers, for whatever reason, are not enabled to deliver, as a result of which fulfillment of the Agreement can not reasonably be required from Siteways.
  3. Siteways can suspend the obligations under the Agreement during the period that the force majeure lasts, with which the payment obligations of the Client are also suspended. If this period lasts longer than ninety (90) days, each of the parties is entitled to terminate the Agreement, without any obligation to pay damages to the other party.
  4. Insofar as Siteways has at the time of the occurrence of force majeure partially fulfilled an obligation under the Agreement or will be able to comply with it during the period of force majeure, and if the part that has been fulfilled or to be fulfilled belongs to independent value, Siteways is entitled to already fulfilled or to be paid for separately. The client is obliged to pay this invoice.

 

Article 13. Termination of the Agreement

  1. Without prejudice to the rights to which it is entitled under the Civil Code, Siteways is entitled to dissolve (or terminate) an Agreement with immediate effect if the Client has been granted a (provisional) suspension of payment. has been declared bankrupt, a debt rescheduling scheme has been declared applicable to him or he has ceased his business operations or liquidates the company that he has driven.
  2. Siteways is entitled to dissolve (or cancel) an Agreement with immediate effect if Siteways can no longer fulfill its obligations based on changed laws or regulations or the decision of a court or supervisory body.
  3. Siteways is entitled to dissolve (or terminate) an Agreement prematurely if Siteways can no longer fulfill its obligations due to a source supplier or if at any time during the term of an Agreement it would decide to definitively stop offering the relevant service or product.
  4. In the event of a dissolution (or termination) as referred to in this article, everything that the Client owes Siteways will become immediately due and payable.

 

Article 14. Applicable law

Dutch law applies exclusively to all Contracts concluded between Siteways and the Client; also if the Client is resident or established abroad and regardless of whether the Agreement is fully or partially exercised abroad.

 

Article 15. Disputes

All disputes, including – including those which are only regarded as such by one of the Parties – which may arise between the Parties in connection with the Agreement or the Agreements that result therefrom, shall be settled by the competent court in Den Hedge. This does not affect the possibility for Parties to agree in mutual agreement that a dispute will be resolved by means of arbitration.

 

Article 16. Change and explanation of the conditions

  1. In the event of an explanation of the content and scope of these General Terms and Conditions and in the event of a conflict between the content or explanation of any translations of the present General Terms and Conditions and the Dutch version, the Dutch text shall always be decisive.
  2. Applicable is always the last registered version or the version that applied at the time of the conclusion of the Agreement.

 

CHAPTER 2 – WEB DEVELOPMENT AND WEB DESIGN

If the Service is (partly) intended for the development, configuration, design and / or adaptation of Works such as websites, applications, lay-out, data files, software, documentation, advice, reports, analyzes, designs, the provisions of this chapter also apply. .

 

Article 17. Developing works

  1. Siteways gives no guarantees regarding the functioning of the Works when using non-current or outdated operating systems, browsers, plugins, scripts, other software, and hardware unless and insofar as stated otherwise in the offer.
  2. Siteways is under no circumstances obliged to submit, migrate, enter and / or correct information, unless expressly agreed otherwise.
  3. If the development requires the Client to supply source materials to Siteways, the Client shall at all times guarantee that it has all the licenses that are necessary for the provision and intended use by Siteways. The Client indemnifies Siteways against third-party claims regarding violation of intellectual property rights of third parties in this respect.
  4. Siteways is entitled, but never obliged, to investigate the correctness, completeness or consistency of the source materials, requirements or specifications made available to it and to suspend the agreed activities in the event that any imperfections are found until the moment that the relevant defects occur. has taken away.
  5. Siteways has, unless otherwise agreed, the right to use images, software and components from third parties, including stock photos and open source software, in the development, configuration or adaptation of Works.
  6. After delivery, the responsibility for correct compliance with the relevant licenses of third parties lies with the use of the developed Works at the Client. Siteways will adequately inform the Client of the applicable license conditions.
  7. The client indemnifies Siteways against claims by third parties concerning installation and licenses of the software, except insofar as the claims are the result of information or licenses provided by Siteways.
  8. In the event that translated content of the Works is desired, the Client must take care of the relevant translations. Siteways delivers all Works standard in Dutch. The translations must be delivered by the Client in a format indicated by Siteways.
  9. Siteways will never make the source files (such as, but not limited to, PSD, HTML, CSS, PHP or other text files) of delivered Works available to the Client or third parties, unless otherwise agreed in writing.
  10. Siteways will retain source files of the Works as long as Siteways performs Services for the Client, or it is plausible that Siteways will perform Services for the Client. Siteways is entitled to remove the source files after this period. If the Client only provides follow-up orders for these Works after this period, Siteways is entitled to charge costs for the redevelopment, repair or recall of these source files.
  11. Siteways will endeavor to provide good quality support for the Works developed by it. However, Siteways offers no guarantees about the response times or the degree of support, unless otherwise agreed in the quotation by means of a Service Level Agreement (SLA) designated as such.
  12. Siteways will remain available for a reasonable level of remote customer support by telephone and e-mail, during regular Working Hours, to the extent that an applicable SLA does not provide otherwise.
  13. Siteways are permitted to include a name listing in the Work. If the Client wants Siteways to remove this name or omit it, then this is possible against payment of a one-off fee to be agreed.

 

Article 18. Tests and test environment

  1. Client will be enabled prior to completion to test the Works in a test environment. Siteways will provide the Client with access to this test environment by sending a location (URL) and log-in data.
  2. Access to this test environment is strictly reserved to the Client. The Client is not permitted to grant third parties access to this test environment by sending the location (URL) and / or the log-in data to the third party.
  3. The Client is aware that the test version is not suitable for production purposes, in any form whatsoever. It is therefore not allowed to use the test environment for these purposes.
  4. Siteways is not obliged to move the Data stored in the test environment to a production environment, unless otherwise agreed in writing.
  5. Siteways is in no way liable for loss and / or disclosure of the Data stored in the test environment.
  6. The Client is aware that the Work can send communication (for example e-mail) to specified addresses. Siteways is not liable for this sent communication.
  7. Siteways gives no guarantees regarding the availability, completeness and correct functioning of the test environment. In addition, no guarantees can be derived from an already concluded SLA with regard to the test environment.

 

Article 19. Delivery and acceptance

  1. Siteways will produce the Works or parts thereof to be developed or modified if they meet the specifications or are suitable for use in their professional opinion.
  2. Delivery takes place by means of making available in a test environment as referred to in Article 18.
  3. The client must then evaluate the delivered goods within fourteen (14) days of completion and approve or reject them. Acceptance of the delivered works is when:
  4. The client has accepted the delivery by signing and returning the acceptance form;
  5. Client uses the delivered work for production purposes, including but not limited to transferring the Works to a production environment;
  6. The Client does not reject the delivered item within the number of days as indicated in the route planning, has not applied for a revision round or has not objected to completion.
  7. If a Work is delivered in phases, the Client must give the approval or rejection of the part of the Work of that phase after completion of each phase in the manner specified in the previous paragraph. The Client may not base a good or rejection at a later stage on aspects that have been approved at an earlier stage.
  8. If the Client rejects all or part of the delivery, Siteways will endeavor to remove the reason for rejection as quickly as possible. Siteways can do this by overhauling the result or rejecting the reason with motivation. The Client then has a period of ten (10) Working Days to approve or reject the revision or motivation.
  9. If the Client has completely or partially rejected the delivery after the first revision or motivation, the revision rounds agreed in the quotation or Agreement will follow.
  10. If a party indicates that further revisions are not (any longer) meaningful, both parties are entitled to terminate the Agreement with regard to the rejected. In that case, the Client will reimburse the hours actually incurred by Siteways, with a maximum of the amount offered for the rejected price. However, the Client is not entitled to use the rejected in any way whatsoever. Siteways can only cancel after having given an overhaul or motivation that it is the last and the Client also rejects this in whole or in part.
  11. After acceptance of the delivered, all liability for defects in the delivered will lapse, unless Siteways knew or should have known the defect at the time of acceptance. In any case, all liability for defects in a Work lapses after a period of one year after acceptance of the delivered Works.
  12. Desired changes to Works must be delivered by Client on a point-by-point basis in writing. Siteways then assesses whether these activities fall within the Agreement or are offered separately as additional work.

 

Article 20. Installation

  1. If the Client wishes to host the Works or software or other data to be agreed, or wishes to be hosted by a third party (hosting provider) to be appointed by the Client, Siteways will charge the costs for configuring the Works, software or charge other data to the Client.
  2. With the exception of that which is stipulated in paragraph 1 of this article, Siteways will not install or configure the Works or software or other data to be agreed upon on the hardware, software and network environment to be designated by the Client. The choice, purchase and management of this hardware, software and network environment is the sole responsibility of the Client. Siteways will not give any instructions about the required configuration.
  3. At the request of Siteways, the Client will sign a license agreement with Siteways for the licensing of the Works.
  4. At the request of Siteways, the Client will provide Siteways employees and assistants with all necessary access to the environment in order to enable installation, configuration, maintenance and adjustments of the software. Physical access to hardware will only take place if this is necessary, and only after prior consultation with the Client.
  5. The Works developed by Siteways have been developed for a specific environment, being the workstation and / or server hardware, software and / or configuration.
  6. On request, Siteways will inform the Client of these system requirements, but can in no case be held responsible and liable for the functioning or not of the delivered Works on the systems of the Client or a third party engaged by the Client (including a hosting provider). also understood). In addition, Siteways will not be obliged to make adjustments to the Works for the correct operation on the aforementioned systems of the Client. However, Siteways will provide assistance in finding a suitable solution, as far as it deems reasonable. This is at the discretion of Siteways.
  7. Client is aware that through internal processes of Siteways, including its release management, it is not possible to make adjustments in the Works in the environment in which the Works have been delivered.
  8. If the Client ignores the provisions in the previous paragraph and makes changes to the Works, the costs for the repair of the Works will be charged to the Client.

 

Article 21. Warranty

  1. Siteways guarantees that the delivered Works will work correctly for the duration of twelve (12) months.
  2. A guarantee period of three (3) months applies to changes made by Siteways after completion in the Works.
  3. Siteways is not obliged to remedy problems in the Works that are detected more than twelve (12) months after delivery and are due to changes in the environment or other technical influences (including browsers, hosting infrastructure, operating systems and amended standards). understood).
  4. If the Client has requested Siteways to have direct access to the database related to the Works and to demonstrate Siteways or has a strong suspicion that the Client has made changes to the database structure or (relations between) the Data, the right to each guarantee lapses. Siteways will in that case solve possible problems at the usual hourly rate.

 

Article 22. Extra work

  1. Any changes to the Works that have to be made as a result of (changes in the) applicable laws and regulations shall be regarded as additional work, unless the technical consequences have been made known by the Client to Siteways prior to the conclusion of the Agreement and are included in the technical design of the Work.
  2. Siteways is not obliged to test the functionalities of the Work against the applicable laws and regulations, including but not limited to the GDPR. The testing against applicable laws and regulations is at all times the responsibility of the Client.
  3. Changes as a result of new or changed insights that have arisen during the development process apply as additional work. This is entirely at the discretion of Siteways.
  4. Siteways will clearly indicate in advance which activities are to be regarded as additional work. In addition, Siteways will report the costs that the additional work entails.
  5. If it appears during the execution of the assignment that it is necessary for the proper execution of the Agreement to extend the Agreement, Siteways will inform the Client of this in writing within a reasonable period of time. Parties will agree in mutual consultation to what extent the work will be expanded.

 

Article 23. Intellectual property

  1. For Works developed by Siteways itself, the intellectual property rights are at Siteways, unless the Client has agreed in writing that the rights are transferred.
  2. The intellectual property rights relating to the open source software used by Siteways lie with the developer of that software or another rightful claimant. Such rights can in no case be transferred to the Client.
  3. The Data stored in the database of a Work developed for the Client is and remains the property of the Client as far as possible. At the request of the Client, Siteways will provide the Client with a printout of the Data in the form of an SQL dump within five (5) Working Days. Siteways has the right to charge reasonable costs to the Client for this.
  4. Siteways will not take cognizance of the aforementioned Data that the Client stores and / or distributes via the Works, unless this has explicitly been agreed with the Client or Siteways is obliged to do so pursuant to a statutory provision or court order. In that case, Siteways will endeavor to restrict the knowledge of the data as far as possible, in so far as this is within its power.
  5. Unless expressly agreed otherwise, the Client will acquire a non-exclusive, worldwide, user license for an indefinite period with respect to the Works. Under this license, the Client has the right to use the Works for its own purposes, including, but not limited to, the use within the Client’s own organization as well as the exploitation of a website.
  6. Siteways may use the developed Works, associated source files and source codes in whole or in part for other clients, projects and purposes.
  7. Siteways is allowed to take technical measures to prevent changes to the developed Works, associated source files and source codes. This also includes securing the Works by means of encryption.
  8. If the Client sends information to Siteways, for example feedback about an error or a suggestion for improvement, it gives Siteways an unlimited and perpetual user right to use this information for the Service. This does not apply to information that the Client expressly marks as confidential.
  9. At the request of the Client, Siteways will cooperate with the deposit of source code from a software product manufactured by Siteways with a specialized escrow agent for the benefit of the Client. Parties will then make written agreements in which cases the Client will have access to the source code. The costs of giving and keeping the source code in escrow are entirely for the account of the Client and, unless expressly stated otherwise, are not included in the quotations of Siteways.

 

Article 24. Planning

  1. The client acknowledges that Siteways works with a tight schedule in the development of Works. In order to enable Siteways to deliver the Works in accordance with the agreed schedule, the Client must make all necessary data and information, as well as any other agreed actions, in a timely manner and thus prevent delays.
  2. If the Client fails to perform certain actions in the context of the Agreement on time or if the Client does not provide Siteways with all necessary data and information in time, the planning of the development of the Work shall lapse and Siteways places the project at the end of the Work. row of planned projects.

 

CHAPTER 3 – HOSTING AND DOMAIN NAME REGISTRATION

If the Service (also) serves to store and / or transfer material provided by the Client to third parties, such as in the case of web hosting, virtual servers and e-mail services or mediation in obtaining a domain name, the same applies in this chapter. particular.

 

Article 25. Execution of the Service

  1. Siteways will set up a space for the Hosting Services as soon as possible after the start of the Agreement. If this has been agreed, the login data for access to this space will be sent by Siteways to the Client.
  2. Siteways will endeavor to achieve good quality and uninterrupted availability of the Hosting Services and associated systems and networks, and to realize access to data stored by the Client. However, Siteways offers no guarantees regarding quality or availability, unless otherwise agreed in the quotation by means of a Service Level Agreement (SLA) designated as such.
  3. Siteways will remain available for a reasonable level of remote customer support by telephone and e-mail, during regular Business Days, to the extent that an applicable SLA does not provide otherwise.
  4. The Client hereby grants Siteways an unlimited license to distribute, store, transmit or copy all materials distributed by the Client via the Siteways systems, but only to the extent that this is reasonably necessary. for the fulfillment of the Agreement by Siteways.
  5. If the Client purchases an anti-virus or anti-spam software from Siteways, the Client declares to be familiar with the (license) conditions of the relevant software supplier. Siteways is not responsible for the correct operation of the antivirus or anti-spam software.
  6. All changes with regard to the Hosting Services, either at the request of the Client, or as a result of the fact that, due to whatever circumstance, a different implementation is necessary, additional costs are considered to be additional work and insofar as these costs are lower. exist as less work. These are invoiced accordingly to the Client.
  7. The Client is not permitted to deliver (to “resell”) the Hosting Services, whether or not against payment, unless otherwise agreed in writing.
  8. Siteways will not take cognizance of data that the Client stores and / or distributes via the Siteways systems, unless this is necessary for the proper execution of the Agreement or Siteways is obliged to do so pursuant to a statutory provision or court order. In that case, Siteways will endeavor to restrict the knowledge of the data as far as possible, in so far as this is within its power.

 

Article 26. Code of conduct

  1. The Client is prohibited from using the Hosting Services to violate the Dutch or other laws or regulations applicable to the Client or Siteways or to infringe on the rights of others.
  2. It is (whether legally or not) prohibited by Siteways to offer or distribute Materials using the Hosting Services which:
  3. are unmistakably primarily intended to assist others in violating the rights of third parties, such as websites with (exclusively or predominantly) hacking tools or explanations about computer crime that is clearly intended to enable the reader to carry out the described criminal behavior ( do) and not to defend themselves against it;
  4. unmistakably libelous, slanderous, abusive, racist, discriminatory or hateful;
  5. child pornography or bestiality pornography or apparently aimed at helping others find such materials;
  6. violate the privacy of third parties, including in any case, but not exclusively, the dissemination of personal data of third parties without permission or necessity or the repeated harassment of third parties with these undesirable communications;
  7. contain hyperlinks, torrents or references with (sources of) material that unmistakably infringes on copyrights, neighboring rights or portrait rights;
  8. contains unsolicited commercial, charitable or idealistic communication; or
  9. contains malicious content such as viruses or spyware.
  10. The Client will refrain from hindering other customers or Internet users or causing damage to systems or networks of Siteways or other customers. The Client is prohibited from starting up processes or programs, whether or not via the systems of Siteways, of which the Client knows or can reasonably suspect that this is hindering or causing damage to Siteways, its customers or internet users.
  11. If, in the opinion of Siteways, nuisance, damage or any other danger arises for the functioning of the computer systems or the network of Siteways or third parties and / or of the service via the internet, in particular by excessive sending of e-mail or other data, SYN floods, (distributed) denial-of-service attacks, poorly secured systems or activities of viruses, Trojans and similar software, Siteways is entitled to take all measures that it reasonably considers necessary to avert or eliminate this danger. appearance. Siteways may recover the costs that are reasonably necessary with these measures from the Client.

 

Article 27. Notice & takedown (complaints procedure)

  1. When Siteways receives a complaint about violation of Article 26 by the Client, or itself establishes that this appears to be the case, Siteways will inform the Client of the complaint or violation as soon as possible. Client will give a reaction as soon as possible, after which Siteways will decide how to act.
  2. If Siteways is of the opinion that there is a violation, it will block access to the relevant Material, however without definitively removing this Material (unless this proves technically impossible, in which case Siteways will make a backup). Siteways will make every effort not to touch any other Materials. Siteways will inform the Client of measures taken as soon as possible.
  3. Siteways is entitled at all times to report crimes that have been established. Furthermore, Siteways is entitled to give the name, address and other identifying information of the Client to a third party who complains that the Client infringes their rights or these General Terms and Conditions, provided that the correctness of this complaint is reasonably plausible and the third party has a clear interest in issuing the data.
  4. Although Siteways strives to act as reasonably, carefully and adequately as possible after complaints about the Client, Siteways is never obliged to compensate for damage as a result of measures as referred to in this article.
  5. In the event of repeated complaints about the Client or the information stored by the Client, Siteways is entitled to terminate the Agreement with immediate effect, without being obliged to pay any compensation to the Client.

 

Article 28. Storage and data limits

  1. Siteways can set a maximum to the amount of storage space that the Client may use per month in the context of the Hosting Services.
  2. Unused storage space, bandwidth and / or data traffic is not transferable to a following month, unless otherwise agreed in writing.
  3. If the Client exceeds the applicable limits, Siteways can charge an extra amount per data unit (eg MB or GB) to the Client in respect of the excess, after sending at least one warning message to the Client, the amounts in the Price List.
  4. The log files and the administration of Siteways count as compelling evidence of the actual consumption by the Client and are therefore decisive, subject to proof to the contrary by the Client.
  5. No liability exists for the consequences of not being able to send, receive, store or change data if an agreed limit for storage space or data traffic has been exceeded.
  6. When an excessive amount of data traffic is caused by an external cause (such as in a (distributed) denial-of-service attack), Siteways is entitled to charge the costs reasonably through the burden to the Client.

 

Article 29. E-mailings and newsletters

  1. If the Service also serves to send electronic communication by Siteways and on behalf of the Client, including but not limited to newsletters or advertising messages by e-mail, the provisions of this article also apply.
  2. Client declares that all e-mail addresses provided by it or other contact information to be used are correct and that the relevant recipients have explicitly and unequivocally agreed to receive the relevant messages, or that unauthorized transmission is permitted on the basis of the law . At the request of Siteways, the Client will submit proof of this without delay.
  3. The Client indemnifies Siteways against all claims from third parties, fines and other sanctions of supervisors, which Siteways receives as a result of sending these messages by Siteways.
  4. Siteways is entitled to suspend the execution of the transmission if they receive complaints during the execution of the receivers with the intention that these messages would have been sent without permission.

 

Article 30. Software

  1. Siteways will endeavor to keep the software used by Siteways up-to-date. Siteways is, however, dependent on its suppliers, and Siteways is entitled to not install certain updates or patches if this, in its opinion, does not benefit the correct delivery of the Hosting Services.
  2. Siteways guarantees that changes to the configuration or software on its hosting infrastructure (for example, updates) will not have any adverse effect on the operation of the web applications accommodated on it. This in so far as these web applications have been developed by Siteways and have remained uninterrupted since the completion of the Siteways infrastructure. If the Client wishes to obtain this guarantee for other web applications, Siteways also provides managed hosting on request.
  3. When offering this guarantee Siteways uses the status of the software as indicated by the relevant supplier. If software has the status “end of life”, is phased out, is no longer maintained and / or no more security problems are received, Siteways will also phase out this software for the security of its infrastructure. The warranty mentioned in the previous paragraph will then be canceled.
  4. In this case Siteways is not obliged to assist the Client free of charge when implementing required changes to the web application, or for transferring the web application to the hosting infrastructure of a third party.

 

Article 31. Domain name registration

  1. Application, allocation and possible use of a domain name are dependent on and are subject to the applicable rules and procedures of the relevant registration authorities, such as Stichting Internet Domeinregistratie Nederland (SIDN) with .nl domain names. The relevant authority decides on the allocation of a domain name. Siteways only plays an intermediary role in the application and does not guarantee that an application will also be honored.
  2. Client can only learn from the confirmation of Siteways, that the requested domain name is registered, the fact of registration. An invoice for registration costs is not a confirmation of registration.
  3. The Client indemnifies and holds Siteways harmless for all damage related to (the use of) a domain name on behalf of or by the Client.
  4. Siteways is not liable for the loss by the Client of his right (s) on a domain name or for the fact that the domain name is applied for and / or obtained by a third party in the interim, except in cases of intent or deliberate recklessness on the part of the Client.
  5. Client must comply with the rules set by registration authorities for application, allocation or use of a domain name. Siteways will refer to these rules during the registration process.
  6. The rules as referred to in paragraph 5 of this article will be made available to the Client by Siteways in time and prior to the registration.
  7. In the event that Siteways registers a domain name in its name on behalf of the Client, Siteways will cooperate with requests from the Client for the relocation, transfer or cancellation of this domain name. Any costs ensuing from this, including but not limited to “trade” costs are at the expense of the Client.
  8. Siteways has the right to make the domain name inaccessible or unusable, or to place it in its own name if the Client demonstrably fails to comply with the Agreement, but only for the duration that the Client is in default and only after a reasonable period of time has been fulfilled in a written notice of default.
  9. In case of dissolution of the Agreement due to breach of contract by the Client, Siteways is entitled to terminate a domain name of the Client with due observance of a notice period of two (2) months.

 

Article 32. Malfunctions and force majeure

  1. Siteways has the right to put its systems, including the Hosting Services, or parts thereof temporarily out of use for maintenance, adjustment or improvement thereof. Siteways will try to have such a shutdown take place outside of Working Hours as much as possible and make every effort to inform the Client in good time of the planned shutdown. Siteways is never liable for compensation for damage in connection with such a shutdown.
  2. Siteways has the right to adjust its systems, including the Hosting Services, or parts thereof from time to time in order to improve the functionality and to correct errors. If an adjustment leads to a significant change in the functionality, Siteways will endeavor to inform the Client thereof. In the case of adjustments that are relevant to several clients, it is not possible to waive a specific adjustment for the Client alone. Siteways is not obliged to pay any compensation for damage caused by such adjustment.
  3. Siteways will endeavor to inform the Client of the expected duration of the interruption in the event of the unavailability of the Hosting Services due to malfunctions, maintenance or other causes.
  4. In addition to Article 12, force majeure includes (but not exclusively): disruptions of public infrastructure that is normally available for Siteways, and for which the delivery of the Service is dependent, but on which Siteways can not exercise any actual power or contractual performance obligation. such as the operation of the registers of IANA, RIPE or SIDN, and all networks in the internet where Siteways has not entered into a contract; disruptions in infrastructure and / or Services of Siteways caused by computer crime, for example (D) DOS attacks or attempts or unsuccessful attempts to bypass network security or system security; shortcomings of Siteways suppliers, which Siteways could not foresee and for which Siteways can not hold its supplier liable, for example because the supplier in question was (also) in a situation of force majeure; defect of goods, equipment, software or other source material of which the Client has prescribed the use; unavailability of employees (due to illness or otherwise); government measures; general transport problems; strikes; wars; terrorist attacks and domestic disturbances.
  5. Contrary to article 12 paragraph 3, each party has the right to dissolve the agreement in writing, if a force majeure situation as described in article 32 paragraph 4 lasts longer than thirty (30) days.

 

Article 33. Procedure after termination

  1. After termination of the Agreement, as a result of cancellation or dissolution, all Material stored for the Client will be kept available for a week after the termination, so that the Client can download this Material itself. After this period, all Material from the Client will be deleted, regardless of whether the Client has downloaded it or not.
  2. The erasing of Material stored for the Client is done standard without special precautions to make the erasure irreversible, but can be done on request for an additional payment with the aid of a software data shredder.

 

CHAPTER 4 – SEARCH ENGINE OPTIMIZATION (SEO)

If the Service is (partly) intended to perform actions intended to make a webpage score high in the organic search results of a search engine, the provisions in this chapter also apply.

 

Article 34. Results

  1. Search engines use extremely complex algorithms for their interpretation of the suitability of web pages when a search is requested. Although SEO increases the chances of a better ranking for specific searches, Siteways does not guarantee that its efforts will achieve the result intended by the Client.
  2. Unless agreed otherwise, the SEO will focus on improving the ranking with regard to specific keywords on the results pages of the major search engines (SERP) and exclusively for those web pages for which the Service was purchased.
  3. The Client is not permitted to suspend or refuse payment of invoices, if the results obtained from SEO are not to the satisfaction of the Client or if the ranking of certain web page (s) and / or keyword (s) in the results pages of one or more search engines have not been improved.